UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 26, 2020.or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934toFor the transition period from.Commission File Number 000-06217INTEL CORPORATION(Exact name of registrant as specified in its charter)Delaware94-1672743(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)2200 Mission College Boulevard, Santa Clara, California95054-1549(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code (408) 765-8080Securities registered pursuant to Section 12(b) of the Act:Trading symbolName of each exchange on which registeredTitle of each classCommon stock, 0.001 par valueINTCNasdaq Global Select MarketSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes No Yes No 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 1934during 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 filingrequirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company"in Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting CompanyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared orissued its audit report. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes No Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 26, 2020, based upon the closing priceof the common stock as reported by the Nasdaq Global Select Market on such date, was 244.5 billion. 4,063 million shares of common stock wereoutstanding as of January 15, 2021.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s proxy statement related to its 2021 Annual Stockholders' Meeting to be filed subsequently are incorporated by reference intoPart III of this Form 10-K. Except as expressly incorporated by reference, the registrant's proxy statement shall not be deemed to be part of this report.
Table of ContentsOrganization of Our Form 10-KThe order and presentation of content in our Form 10-K differs from the traditional SEC Form 10-K format. Our format is designed toimprove readability and better present how we organize and manage our business. See "Form 10-K Cross-Reference Index" within theFinancial Statements and Supplemental Details for a cross-reference index to the traditional SEC Form 10-K format. To reflect our focuson transforming from a PC-centric1 company to a data-centric company, we have presented our data-centric businesses1 first in the"Segment Trends and Results" within MD&A.We have defined certain terms and abbreviations used throughout our Form 10-K in "Key Terms" within the Financial Statements andSupplemental Details.The preparation of our Consolidated Financial Statements is in conformity with U.S. GAAP. Our Form 10-K includes key metrics that weuse to measure our business, some of which are non-GAAP measures. See "Non-GAAP Financial Measures" within MD&A for anexplanation of these measures and why management uses them and believes they provide investors with useful supplementalinformation.Fundamentals of Our BusinessPageIntroduction to Our Business2A Year in Review4Our Strategy6Our Capital8Management's Discussion and AnalysisOur Products17How We Organize Our Business18Segment Trends and Results20Consolidated Results of Operations37Liquidity and Capital Resources42Contractual Obligations45Quantitative and Qualitative Disclosures About Market Risk46Non-GAAP Financial Measures48Other Key InformationSelected Financial Data50Sales and Marketing51Intellectual Property Rights and Licensing52Critical Accounting Estimates52Risk Factors53Properties65Market for Our Common Stock66Information About Our Executive Officers68Availability of Company Information69Financial Statements and Supplemental DetailsAuditor's Reports71Consolidated Financial Statements74Notes to the Consolidated Financial Statements79Key Terms110Financial Information by Quarter112Controls and Procedures113Exhibits114Form 10-K Cross-Reference Index1191Intel's definition is included in "Key Terms" within the Financial Statements and Supplemental Details.
Table of ContentsForward-Looking StatementsThis Form 10-K contains forward-looking statements that involve a number of risks and uncertainties. Words such as "anticipates,""expect," "intend," "strive," "goals," "plans," "ambitions," "opportunity," "future," "to be," "achieve," "grow," "committed," "believes," "seeks,""targets," "estimated," "continues," "likely," "possible," "may," "might," "potentially," "will," "would," "should," "could," "on track," andvariations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements thatrefer to future responses to and effects of COVID-19; projections of our future financial performance; future business, social, andenvironmental performance, goals, and measures; our anticipated growth and trends in our businesses and operations; projected growthand trends in markets relevant to our businesses; business and investment plans; future products and technology, and the expectedregulation, availability and benefits of such products and technology; projected cost and yield trends; expected timing and impact ofacquisitions, divestitures, and other significant transactions, including statements relating to the pending divestiture of our NAND memorybusiness to SK hynix Inc. (SK hynix); expected completion of restructuring activities; availability, uses, sufficiency, and cost of capital ofcapital resources, including expected returns to stockholders such as dividends and share repurchases, and the expected timing of futurerepurchases; our valuation; future production capacity and product supply; the future purchase, use, and availability of products,components, and services supplied by third parties, including third-party IP and manufacturing services; tax- and accounting-relatedexpectations; LIBOR-related expectations; uncertain events or assumptions, including statements relating to TAM or market opportunity,and other characterizations of future events or circumstances are forward-looking statements. Such statements are based onmanagement's expectations as of the date of this filing, unless an earlier date is specified, and involve many risks and uncertainties thatcould cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks anduncertainties include those described throughout this report and particularly in "Risk Factors" within Other Key Information. Given theserisks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged tocarefully review and consider the various disclosures made in this Form 10-K and in other documents we file from time to time with theSEC that disclose risks and uncertainties that may affect our business. Unless specifically indicated otherwise, the forward-lookingstatements in this Form 10-K do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinationsthat have not been completed as of the date of this filing. In addition, the forward-looking statements in this Form 10-K are made as of thedate of this filing, unless an earlier date is specified, including expectations based on third-party information and projections thatmanagement believes to be reputable, and Intel does not undertake, and expressly disclaims any duty, to update such statements,whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.Note Regarding Third-Party InformationThis Form 10-K includes market data and certain other statistical information and estimates that are based on reports and otherpublications from industry analysts, market research firms, and other independent sources, as well as management's own good faithestimates and analyses. Intel believes these third-party reports to be reputable, but has not independently verified the underlying datasources, methodologies, or assumptions. The reports and other publications referenced are generally available to the public and were notcommissioned by Intel. Information that is based on estimates, forecasts, projections, market research, or similar methodologies isinherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected inthis information.* Other names and brands may be claimed as the property of others.The Bluetooth word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any use of such marks by Intel Corporation is underlicense.Intel, 3D XPoint, Arria, Celeron, Intel Agilex, Intel Atom, Intel Core, eASIC, Intel Evo, Intel Inside, the Intel logo, the Intel Inside logo, Intel Optane, Iris,Itanium, Movidius, Myriad, OpenVINO, OpenVino logo, Pentium, Quark, Stratix, Thunderbolt, Tofino, Intel vPro, and Xeon are trademarks of IntelCorporation or its subsidiaries.1
Table of ContentsA Year in ReviewWe achieved record revenue of 77.9 billion, with 49% from our data-centricbusinesses, amid the effects of the COVID-19 pandemic. The dynamic of work andlearn from home resulted in strong demand for notebook PCs, while demand fordesktop PCs weakened. Demand in the DCG cloud service providers marketsegment grew, while enterprise and government declined on macroeconomicweakness. We shipped a higher volume of 10nm products than we had anticipatedat the beginning of the year. The increased mix of 10nm, combined with a higherportion of revenue from lower margin adjacent businesses, offset higher platformrevenue and drove a decline in gross margin of 3 percentage points. We invested 13.6 billion in R&D, reduced our spending to 25.3% of revenue, and signed anagreement to divest our NAND memory business. We made capital investments of 14.3 billion, and generated 35.4 billion cash from operations and 21.1 billion offree cash flow. We also returned 19.8 billion to stockholders, including 5.6 billionin dividends and 14.2 billion in buybacks."We achieved record revenue for the fifth consecutiveyear and maintained a strong balance sheet andliquidity position. Our results amid the challenges of aglobal pandemic and an uncertain economy reflect theimportance of our technology and the resilience of ouremployees around the world."—George Davis, Chief Financial OfficerRevenueOperating IncomeDiluted EPSCash Flows PC-centric B Data-centric B GAAP B Non-GAAP B GAAP Non-GAAP Operating Cash Flow B Free Cash Flow1 B, 72.0 34.8 77.9 5.30 4.87 37.8 4.71 25.3 23.8 37.1 40.120192020 77.9B 22.0 4.94 23.72019202020192020 33.1 16.9 35.4 21.120192020GAAPGAAP 23.7B 25.3B 4.94non-GAAP1GAAP 5.30 35.4B 21.1BGAAPnon-GAAP1Revenue up 8% from 2019; Datacentric up 9% and PC-centric up 8%Operatingincome up 1.6Bor 7% from2019; 2020operating marginat 30%Operatingincome up 1.5Bor 6% from2019; 2020operating marginat 32%Diluted EPS up 0.23 or 5%from 2019Diluted EPS up 0.43 or 9%from 2019Operating cashflow up 2.2B or7%; operatingcash flow to netincome at 169%Free cash flowup 4.2B or25%; free cashflow to nonGAAP netincome at 94%Strong demand in notebook PCsand DCG cloud andcommunications market segments,and NAND pricing recovery, partiallyoffset by weakened demand indesktop PCs and lower platform2ASPsHigher gross margin dollars drivenby higher platform unit sales, NANDpricing recovery, and improvedNAND unit cost, partially offset byhigher platform unit cost withincreased 10nm product mix, andlower platform ASPsHigher gross margin dollars, lowershares outstanding, and equityinvestment gains, partially offset byhigher effective tax rateWorking capital changes driven byaccounts receivable, inventory andincome taxes offset by other assetsand liabilities; free cash flow up dueto higher operating cash flow andlower capital spendingGoal (2019 - 2021)3Goal (2019 - 2021)3Goal (2019 - 2021)3Goal (2019 - 2021)3Low single-digit growth over the nextthree years to 76B- 78B;data-centric businesses high singledigit growth and PC-centric businessapproximately flat to slightly downKeep non-GAAP operating marginroughly flat at approximately 32%over the next three yearsGrow non-GAAP diluted EPS in linewith revenue over the next threeyearsAchieve free cash flow ofapproximately 80% of non-GAAPnet income by 2021ProgressProgressProgressProgressRevenue grew 8% from 2019 to2020, to 77.9BNon-GAAP operating margin was32% in 2020Non-GAAP diluted EPS grew 9%from 2019 to 2020; revenue grew8% over the same periodFree cash flow in 2020 was 94% ofnon-GAAP net income123non-GAAP1See "Non-GAAP Financial Measures" within MD&A.See "Our Products" within MD&A.2019-2021 goals were announced during the May 2019 Investor Meeting.Fundamentals of Our Business4
Table of ContentsThe COVID-19 pandemic has changed the lives of our employees, our customers, and our community. We are proud of how our teamhas responded, showing resilience, innovating in real time, and demonstrating the tremendous value of our worldwide manufacturingnetwork to customers and partners around the world. Additionally, we launched our Pandemic Response Technology Initiative, whichsupports essential workers, hard-hit businesses, and students of all ages with Intel-funded projects led by employees along with ourglobal customers and partners. We have learned vital lessons about the critical role technology can play, and has played, in so manyareas during the pandemic—from healthcare and telehealth, to remote learning, to innovative technology solutions to help businessessafely reopen. Most importantly, as a company, we have learned to operate with more empathy, agility, and velocity. We look at ourproducts not for what we know they can do, but for what they might be able to do in a changed world.Data-Centric Businesses Expand with New OpportunitiesData-centric portfolio for 5G network infrastructurePC-Centric Business Innovates11th Gen Intel Core processorsWe introduced a broad, data-centric portfolio for 5G network infrastructure, including theIntel Atom P5900, our first Intel architecture-based 10nm SoC for wireless basestations; a next-generation structured ASIC for 5G network acceleration; new 2nd GenIntel Xeon Scalable processors; and the Intel Ethernet 700 Series Network Adapterwith hardware-enhanced Precision Time Protocol, the first 5G network-optimizedEthernet NIC.We launched our new processor family forlaptops, 11th Gen Intel Core processors withIntel Iris Xe graphics leveraging our new10nm SuperFin process technology. The 11thGen Intel Core processors optimize powerefficiency with leading performance andresponsiveness while running at significantlyhigher frequencies versus prior generations.Ice Lake server processorsWe are now shipping the 10nm-based 3rd Gen Intel Xeon Scalable processors(previously referred to as Ice Lake), which include several architectural, processtechnology, and platform innovations for performance, security, and operationalefficiency.Moovit acquisitionWe acquired Moovit for 915 million to accelerate Mobileye'sMaaS offering. Moovit is known for its urban mobility applicationand brings Mobileye closer to achieving our plan to become acomplete mobility provider, including robotaxi services.Planned divestiture of NAND memory businessWe signed an agreement with SK hynix Inc. (SK hynix), to divest our NAND memorybusiness, including our NAND memory fabrication facility in Dalian, China and certainrelated equipment and tangible assets (Fab Assets), our NAND SSD business (NANDSSD Business), and our NAND memory technology and manufacturing business (NANDOpCo Business).Intel Evo platformsWe introduced theIntel Evo platformbrand for designsbased on 11th GenIntel Core processorswith Intel Iris Xegraphics. Devices withthe Intel Evo platformbrand are verified,measured, and testedand key experience indicators as part of thenext edition of our laptop innovation program,Project Athena.xPU era with oneAPI and discrete GPUsWe launched discrete GPUs, including the Intel Iris Xe MAX GPU for laptops and the first discrete Intel Server GPU. These aremilestone additions to our expanding portfolio of xPUs. We also announced the Gold release of Intel oneAPI Toolkits, supporting IntelCPUs, GPUs, and FPGAs, which are now available for local installation and for Intel DevCloud. We are expanding the Intel DevCloud tosupport the new Intel Iris Xe GPU hardware, including Intel Iris Xe MAX GPU for public access and Intel Iris Xe-HP for select developers.7nm-based CPU productsWe announced in July that our 7nm-based CPU product timing would be delayed and that the primary driver was the yield of our 7nmmanufacturing process. We will continue to invest in our future process technology roadmap and advanced packaging technologies todifferentiate our products, provide manufacturing optionality and deliver a predictable cadence of leadership products to our customers.2030 RISE Strategy and Corporate Responsibility GoalsWe created our RISE strategy and established our 2030 corporate responsibility goals (2030goals), through which we aim to leverage our leadership position in the global technologyecosystem to create a more responsible, inclusive, and sustainable world, enabled through ourtechnology and the expertise and passion of our employees.Our RISE strategy and 2030 goals are deeply rooted in our corporate purpose and aligned with ourbusiness strategy to enable us to create value for our customers, investors, employees, and otherstakeholders over the next decade and beyond.Fundamentals of Our Business5
Table of ContentsOur StrategyOur strategy is to play a larger role in our customers' success by delivering a predictable cadence of leadership products.The world is changing and driving the need for exponentially more computing. First we experienced the PC era, followed by the mobileand cloud era. We are now entering the era of distributed intelligence, where computing is pervasive and so many things in our lives—ourhomes, our cars, our hospitals, and our cities—now function like computers. In this world of distributed intelligence, our three fastestgrowing opportunities are AI, 5G network transformation, and the intelligent and autonomous edge.We have a history of transforming to capitalize on market shifts, and we are in the midst of another significant transformation to positionourselves and our customers for growth. With our focus on execution and re-energized culture as a force multiplier, we are transformingfrom a CPU to a multi-architecture xPU company, from silicon to platforms, and from a traditional IDM to a new, modern IDM. Our prioritiesare to strengthen our core, extend our reach, and redefine our position in the industry. Our capital provides a foundation to invest in ourgrowth and to supplement and strengthen our capabilities. We are thoughtfully deploying capital and focusing our investment indifferentiated technologies where we can play a bigger role in the success of our customers and deliver attractive returns to ourstockholders.Our PrioritiesImprove Execution to Strengthen Our CoreWe have made changes that help position us to sharpen our operational excellence and process technology. We have streamlined ourproduct roadmaps, evolved our technical organization to drive greater transparency and accountability, and exited businesses to enablefocus on our core strategy.Technical talent. Our leadership team has deep technical, engineering, and business expertise and is focused on our opportunities. Weare re-energizing our culture to drive better business outcomes for our customers by instilling a growth mindset, increasing accountabilityaround shared company goals, implementing new operational protocols, and renewing a sense of purpose and value to create anenvironment for innovation and growth.Continuous innovation. To deliver leadership products, we continue to innovate across all of the areas that are key to product leadership:process and packaging, architecture, memory, interconnect, security, and software. With these six areas, we are creating innovative xPUplatforms that uniquely serve diverse new workload opportunities, and transforming from silicon to platforms to solve customers' problemsthrough complete solutions offerings.Predictable cadence. We have made an architectural shift to die disaggregation that, when combined with our differentiated advancedpackaging, creates flexibility to use the process that best serves our customers and supports our ability to deliver on a predictablecadence. Disaggregated design allows us to manufacture different components of a chip on different processes: some components canbenefit from the greater performance of the latest process node, while others can leverage lower-cost nodes where differentiatedperformance is not needed. Through disaggregated design, we mix and match architectures, IP, process nodes, and silicon from our ownmanufacturing facilities or from external foundries.Fundamentals of Our Business6
Table of ContentsNew, modern IDM. We are investing to transform our traditional IDM model to adapt to an evolving industry. This means creating greaterflexibility to use internal or external foundry processes. It requires that we continue to lead advances in silicon technology by leaning intoour expertise and manufacturing scale, while evolving to engage with the ecosystem in new and different ways. It also requires that weleverage our disaggregated design capabilities and continue to manufacture new products with significant cost advantage. We will alsocontinue to invest in process technology development to bring to market the future process nodes and advanced packaging capabilitiesthat create product differentiation and customization, while also enabling manufacturing optionality.Evolving our engagement with the broader silicon manufacturing and design ecosystem involves working as a strategic partner withequipment vendors, EDA providers, and third-party foundries to help enhance the performance of our manufacturing tools, optimizedesign software for our processes, simplify design, improve efficiency, and standardize components. This also involves increasing thestrategic use of third-party IP for standardized components to allow us to focus on differentiating technology, and updating our designmethodologies to support movement of our designs to and from external foundries.Extend Our Reach to Accelerate Our GrowthDiverse product portfolio to capitalize on the fastest growing opportunities. The proliferation of data analytics, edge computing, and AI isdriving a diverse and expanding range of computing applications from edge to cloud. In response, we are innovating to deliver productsincluding a mix of scalar, vector, matrix, and spatial architectures deployed in CPUs, GPUs, accelerators, and FPGAs—unified by anopen, industry-standard programming model, oneAPI, to simplify application development.AI helps our customers make sense of data to unleash its potential. We offer a combination of hardware and software technologies thatdeliver broad capabilities to support computing, storage, transmission, and tuning in AI. We have taken a multi-architecture approach to AIhardware. Intel Xeon processors provide a foundation for analytics and AI, and software like the OpenVINOTM toolkit significantly simplifiesthe deployment of solutions. Intel FPGAs allow customers to access leading AI inferencing performance for their models. Similarly, Intel MovidiusTM MyriadTM VPUs are purpose-built for AI and support diverse approaches for innovation in a wide range of applications, fromhealthcare to autonomous driving to facial recognition. Habana's Gaudi* AI training Processor and Goya* AI Inference Processor offer aneasy-to-program development environment to help customers deploy and differentiate their solutions as AI workloads continue to evolvewith growing demands on computing, memory, and connectivity.The transition to 5G and the cloudification1 of the network present a significant opportunity. 5G connectivity will transform industries fromall business sectors and it continues to be a strategic priority across Intel. We are collaborating with ecosystem and vertical industrypartners to define, prototype, test, and deliver 5G standards and solutions. Our 5G efforts are focused on network infrastructure and otherdata-centric opportunities, and our team has developed a valuable IP portfolio of products designed to support 5G network infrastructure,including the Intel Atom P5900 processor, a next-generation structured ASIC for 5G network acceleration, the new 2nd Gen Intel XeonScalable processors, and the Intel Ethernet 700 Series Network Adapter.Moving compute to the edge, where data is generated and consumed, provides new insight and revenue from previously untapped data.Our portfolio of products and capabilities positions us well to play a larger role in our customers' success. We are investing in processorswith features made for edge workloads. We announced new enhanced Internet of Things capabilities, including 11th Gen Intel Coreprocessors, Intel Atom x6000E series processors, Pentium processors, and Celeron N and J series processors, bringing new AI,security, functional safety, and real-time capabilities to edge customers. This year, we announced Mobileye* SupervisionTM, the EyeQ5*based solution that incorporates an end-to-end engine control unit, surround-view camera array, processors, driving policy, and highdefinition maps—all derived directly from our ongoing autonomous vehicle program.Redefine Our Position in the IndustrySolve our customers' problems through solutions and platforms. We are expanding beyond the CPU to better solve our customers'problems, and not just deliver parts of the solution. With our xPU portfolio, platform vision, IDM capabilities, and scale, we are able to helpour customers tackle their own opportunities. We announced the Intel Evo platform brand powered by 11th Gen Intel Core processors withIntel Iris Xe graphics, representing laptop designs supported by Intel's Project Athena innovation program. In addition, we acquired Moovitto accelerate Mobileye's transformation to a full-stack MaaS provider that can provide hardware, software, sensors, integration, and largescale services. We are actively evaluating opportunities in software, services, and solutions, in AI, network transformation, and intelligentedge.1Intel's definition is included in "Key Terms" within the Financial Statements and Supplemental Details.Fundamentals of Our Business7
Table of ContentsOur CapitalWe deploy various forms of capital to execute our strategy in a way that seeks to reflect our corporate values, help our customerssucceed, and create value for our stakeholders.CapitalStrategyValueFinancialLeverage financial capital to invest in ourselves and grow We strategically invest financial capital to create long-termvalue and provide returns to our stockholders in the form ofour capabilities, supplement and strengthen ourcapabilities through acquisitions and strategic investments, dividends and buybacks.and provide returns to stockholders.IntellectualInvest significantly in R&D and IP to enable us to deliver apredictable cadence of leadership products that move,store, and process data at scale, and extend our reach toaccelerate our growth.We develop IP to enable next-generation products, createsynergies across our businesses, expand into newmarkets, and establish and support our brands.Invest timely and at a level sufficient to meet customerdemand for current technologies and prepare for futuretechnologies as we evolve our IDM model.Our manufacturing scope and scale enable us to provideour customers and consumers with a broad range ofleading-edge products.Continue to build a diverse, inclusive, and safe workenvironment to attract, develop, and retain the talentneeded to remain at the forefront of innovation.Our talented employees enable the development ofsolutions and enhance the intellectual and manufacturingca
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.