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Item 8. Financial Statements and Supplementary Data

2024-02-23 compared with 2023-03-09 · 287 added, 233 removed, 800 unchanged (39% of the section changed)

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To the Board of Directors and Shareholders of Mobileye Global Inc.

Opinion on the Financial Statements

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Mobileye Global Inc.

and its subsidiaries (the “Company”) as of December 30, 2023 and December 31, 2022, and the related consolidated statements of operations and comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 30, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and December 25, 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company ’ s management.

Our responsibility is to express an opinion on the Company ’ s consolidated financial statements based on our audits.

We also have audited the Company’s internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Amortization of Identified Intangible Assets

As described in Note 12 to the consolidated financial statements, the Company ’ s net identified intangible asset balance was $2,527 million at December 31, 2022 and the amortization expenses were $544 million for the year ended December 31, 2022.

These identified intangible assets consist of developed technology and customer relationships and brands.

The amortization expenses recorded for developed technology and customer relationships and brands includes significant judgment in estimating their useful lives.

The principal considerations for our determination that performing procedures relating to the amortization of identified intangible assets is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the estimated useful lives of intangible assets due to the significant amount of judgment by management when developing the estimate;

and (ii) significant audit effort was required in evaluating the significant assumptions relating to the estimated useful lives.

Valuation of goodwill – Moovit reporting unit

As described in Note 10 to the consolidated financial statements, the Company’s consolidated goodwill balance was $10,895 million at December 30, 2023, and the goodwill associated with the Moovit reporting unit was $111 million.

Management conducts an impairment test as of the end of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.

Potential impairment is identified by comparing the fair value of the reporting unit to its carrying value, including goodwill.

In 2023, the Company performed a detailed quantitative analysis for the Moovit reporting unit.

Based on the annual goodwill impairment assessment for the year ended December 30, 2023, no impairment charge was recorded.

Fair value is estimated by management using a discounted cash flow model.

Management’s cash flow projections for the Moovit reporting unit included significant judgments and assumptions relating to projected revenue growth rate, associated projected costs and the discount rate.

The principal consideration for our determination that performing procedures relating to the goodwill impairment assessment of the Moovit reporting unit is a critical audit matter is the application of significant judgments by management when developing the fair value measurement of the reporting unit.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s cash flow projections and significant assumptions including the revenue growth rate, associated projected costs and discount rate.

In addition, the audit effort involved the use of professionals with specialized skills and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others (i) testing management's process for estimating the useful lives of identified intangible assets, including the consideration of current and past performance and management's product roadmap;

and (ii) evaluating the appropriateness of the determination of the useful lives, including the consistency with external market and industry data, the corroboration with evidence obtained in other areas of the audit and assessing the adequacy of disclosures in the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Moovit reporting unit.

These procedures also included, among others, testing management’s process for developing the fair value estimate;

evaluating the appropriateness of the discounted cash flow model;

testing the completeness, accuracy and relevance of underlying data used in the model;

as well as evaluating the significant assumptions used by management, including the projected revenue growth rate, associated projected costs and the discount rate utilized.

Evaluating the composition of management’s future cash flow projections and corresponding assumptions involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Moovit reporting unit, (ii) the consistency with external market and industry data, (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit, and (iv) assessing the adequacy of disclosures in the financial statements.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and certain significant assumptions, including the discount rate.

/s/ Kesselman & Kesselman

Certified Public Accountants (Isr.)

A member firm of PricewaterhouseCoopers International Limited

A member of PricewaterhouseCoopers International Limited

Tel Aviv, Israel

March 9, 2023

February 23, 2024

We have served as the Company’s auditor since 2022.

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Cash and cash equivalents

Trade account receivables, net

Related party loan

Trade accounts receivable, net

Other current assets

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shares issued and outstanding:

51,911,905 as of December 31, 2022 and none as of December 25, 2021

94,652,348 as of December 30, 2023 and 51,911,905 as of December 31, 2022

Class B common stock:

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shares issued and outstanding:

750,000,000 as of December 31, 2022 and none as of December 25, 2021

711,500,000 as of December 30, 2023 and 750,000,000 as of December 31, 2022

Additional paid-in capital

Parent net investment

Accumulated other comprehensive income (loss)

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Operating income (loss)

Interest income with a related party

Interest expenses with a related party

Other income (expense), net

Interest income with related party

Interest expense with related party

Other financial income (expense), net

Income (loss) before income taxes

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Balance as of December 26, 2020

Net income (loss)

Net transfer from (to) Parent

Balance as of December 26, 2020

Other comprehensive income (loss), net

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Issuance of Class B common stock and reclassification of Parent Net Investment in connection with the Initial Public Offering

Issuance of Class A common stock in Initial Public Offering, net of underwriting discounts and commissions and offering costs

Issuance of Class A common stock in Initial Public Offering, net of underwriting discounts, commissions and offering costs

Dividend Note contribution from related party

Balance as of December 31, 2022

Net income (loss)

Other comprehensive income (loss), net

Tax sharing agreement with Parent

Share-based compensation expense

Recharge to Parent for Share-based compensation

Issuance of common stock under employee share-based compensation plans

Secondary offering

Balance as of December 30, 2023

* Rounding of Class A and Class B share amounts due to Secondary offering.

The accompanying notes are an integral part of these consolidated financial statements.

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Changes in operating assets and liabilities:

Decrease (increase) in trade accounts receivables

Decrease (increase) in trade accounts receivable

Decrease (increase) in other current assets

Decrease (increase) in inventories

Increase (decrease) in account payables and accrued expenses

Increase (decrease) in accounts payable, accrued expenses and related party payable

Increase (decrease) in employee-related accrued expenses and long term benefits

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Issuance of loan to related party

Cash paid for acquisition of Moovit, net of cash acquired

Net cash provided by (used in) investing activities

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Proceeds from initial public offering, net of offering costs

Changes in withholding tax related to employee stock plans

Equity transaction in connection with the legal purchase of Moovit entities

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Non-cash share based compensation recharge

Conversion to equity of loan due to Parent

Dividend Note with related party

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Unpaid offering costs

Contribution of Moovit previously held shares by Parent

Tax sharing agreement with Parent

Supplemental cash flow information:

Cash (paid) for income taxes, net of refunds

Cash received (paid) for income taxes, net of refunds

Interest paid to related party

Interest received from related party

The accompanying notes are an integral part of these consolidated financial statements.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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and its subsidiaries (“Moovit”) and certain Intel employees mainly in research and development (the “Intel Aligned Groups”).

The Mobileye IPO

In December 2021, Intel announced plans to pursue an initial public offering of the Mobileye Group.

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On October 28, 2022, the initial public offering of Mobileye (the “Mobileye IPO”) was completed and we issued 41,000,000 shares of our Class A common stock, at $ 21.00 per share, before underwriting discounts and commissions.

On November 1, 2022, we closed the sale of an additional 6,150,000 shares pursuant to the exercise of the underwriters’ over-allotment option.

The offer and sale were pursuant to the registration statement on Form S-1 (File No.

333-267685), as amended, which was declared effective by the SEC on October 25, 2022.

Mobileye’s Class A common stock began trading on the Nasdaq Global Select Market on October 26, 2022 under the ticker symbol “MBLY”.

Concurrently with the closing of the Mobileye IPO, the Company issued an additional 4,761,905 shares of its Class A common stock to General Atlantic (ME), L.P., a Delaware limited partnership, at $ 21.00 per share, pursuant to a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for gross proceeds of $ 100 million (the “Concurrent Private Placement”).

Mobileye’s Class A common stock began trading on the Nasdaq Global Select Market on October 26, 2022 under the ticker symbol “MBLY”.

On November 1, 2022, we closed the sale of an additional 6,150,000 shares pursuant to the exercise of the underwriters’ over-allotment option.

The Mobileye IPO generated proceeds to the Company of approximately $ 1.0 billion, including the proceeds from the underwriters exercise of their option and the Concurrent Private Placement, net of underwriting discounts and commissions in the amount of $ 41 million and offering costs in the amount of $ 18 million.

In November 2022, we used approximately $ 0.9 billion out of the net proceeds to repay a portion of the indebtedness under the Dividend Note (as discussed and defined in Note 9) and Intel contributed to Mobileye the remaining portion of the Dividend Note such that no amounts under the Dividend Note remained owed by us to Intel.

The portion of the net proceeds used to repay part of the Dividend Note was such that we retained $ 1.0 billion in total cash and cash equivalents, as stipulated by the Master Transaction Agreement.

For further details, refer to Note 9.

Prior to the completion of the Mobileye IPO, we were a wholly-owned business of Intel Corporation.

Upon the closing of the Mobileye IPO (after giving effect to the exercise of the underwriters’ over-allotment option), Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye, which represent approximately 99.3 % of the voting power of our common stock.

Upon completion of the IPO, we completed the legal entity reorganization (“reorganization”) of the operations comprising the Mobileye Group business so that they are all under the single parent entity, Mobileye Global Inc., and the filing and effectiveness of our amended and restated certificate of incorporation.

The reorganization was accomplished through a series of transactions and agreements with Intel, including the legal purchase of 100 % of the issued and outstanding equity interests of the Moovit entities from Intel.

For further details, refer to Note 9.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Secondary Offering

On June 7, 2023, the Company announced the pricing of a public secondary offering of 38,500,000 shares of its Class A common stock (which shares were received upon the conversion of 38,500,000 shares of Class B common stock into Class A common stock) by Intel at a public offering price of $ 42.00 per share, which closed on June 12, 2023 (the “Secondary Offering”).

The Company did not receive any proceeds from this offering.

The Company paid the costs associated with the registration of shares in connection with the Secondary Offering in the amount of $ 1 million, other than underwriting discounts, fees and commissions.

These costs were expensed as incurred within general and administrative expenses.

Upon the completion of the Secondary Offering, Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye, which as of December 30, 2023, represents approximately 88.3 % of our outstanding common stock and 98.7 % of the voting power of our common stock.

Operations in Israel

On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern and Central Israel, to which the Israel Defense Forces have responded.

In addition, Hezbollah has attacked military and civilian targets in Northern Israel, to which Israel has responded.

How long and how severe the current conflict in Gaza becomes is unknown at this time and any continued clash among Israel, Hamas or Hezbollah or other countries or militant groups in the region may escalate in the future into a greater regional conflict.

To date our operations and financial results have not been negatively affected, although as of January 31, 2024 approximately 10.5 % of our employees have been called to reserve duty in the Israel Defense Forces.

However, any hostilities involving Israel, regional geopolitical instability or the interruption or curtailment of trade or diplomatic relations between Israel and its trading partners as a result thereof could adversely affect our business, results of operations, and financial condition.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

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Fiscal year 2023 was a 52-week fiscal year.

Fiscal years 2021 and 2020 were 52-week fiscal years.

Fiscal years 2022 and 2021 were 53 and 52 weeks fiscal years.

Prior to the Mobileye IPO

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These costs are not necessarily indicative of costs that would have been incurred had the Company operated on a stand-alone basis.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The statements of operations and comprehensive income (loss) include allocations of general corporate expenses from Intel.

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All intercompany balances and transactions have been eliminated in consolidation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Use of estimates

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Non-monetary assets and liabilities are remeasured into the functional currency using the historical exchange rate.

The effects of foreign currency remeasurements are recorded in the consolidated statements of operations and comprehensive income (loss) as other expenses, net.

The effects of foreign currency remeasurements are recorded in the consolidated statements of operations and comprehensive income (loss) as other financial income (expense), net.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash, cash equivalents and restricted cash

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Restricted bank deposits are cash amounts related to bank guarantees mainly in connection with lease agreements and import of vehicles.

Such deposits are stated at cost, which approximates market values.

Such deposits are stated at cost including accrued interest, which approximates market values.

These amounts are included in other current and long-term assets on the consolidated balance sheets.

Cash, cash equivalents and restricted cash managed through bank accounts legally owned by the Parent at the corporate level were not attributable to the Company for any of the periods presented.

Only cash and restricted cash legally owned by the Company are reflected on the consolidated balance sheets.

The following is a reconciliation of the cash, cash equivalents and restricted cash for each year presented:

The following is a reconciliation of the cash, cash equivalents and restricted cash for each period presented:

dollars in millions

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The Company assesses fair value hierarchy levels for its financial assets based on the underlying financial instrument.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consistent with Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, the Company follows a three-tier fair value hierarchy as a basis for considering the assumptions and for inputs used in the valuation methodologies in measuring fair value:

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In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers credit risk in its assessment of fair value.

The Company measures its investments in short term deposits classified as cash equivalents at fair value on a recurring basis, due to the short maturity of these items, the carrying value is deemed to approximate to fair value.

The carrying value of short term deposits classified as cash equivalents approximates their fair value due to the short maturity of these items.

The Company’s investment in money market funds are measured at fair value within Level 1 of the fair value hierarchy because they consist of financial assets for which quoted prices are available in an active market.

Interest income related to money market funds for the year ended December 31, 2022, amounted to $ 1 million.

Interest income related to money market funds for the years ended December 30, 2023 and December 31, 2022 amounted to $ 46 million and $ 1 million, respectively.

The carrying amounts of trade accounts receivable and accounts payable approximate fair value because of their generally short maturities.

The Company has goodwill that is required to be recorded at fair value only if an impairment is recognized in the current year.

As described in further details in Note 11, goodwill is evaluated for impairment at least once a year or more frequently if indicators of potential impairment exist.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As described in further detail in Note 10, goodwill is evaluated for impairment at least once a year or more frequently if indicators of potential impairment exist.

If a quantitative assessment is required, than the reporting unit’s fair value is measured.

Inventories are stated at the lower of cost and net realizable value.

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Leasehold improvements are amortized by the straight-line method over the shorter of the term of the lease and estimated useful life of the improvements.

Buildings and any assets in construction are not depreciated until they are available for their intended use.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets in construction are not depreciated until they are available for their intended use.

Business Combinations

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The Company allocates goodwill to the reporting units of the business that are expected to benefit from the acquisition.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company performs an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist.

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The Company amortizes acquisition-related intangible assets that are subject to amortization over their estimated useful life.

Once these research and development projects are completed, the asset balances are transferred from in-process research and development to acquisition-related developed technology and are subject to amortization from this point forward.

The asset balances relating to projects that are abandoned after acquisition are impaired and expensed to research and development.

The Company performs a quarterly review of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable.

These reviews can be affected by various factors, including

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

external factors such as industry and economic trends, and internal factors such as changes in the Company’s business strategy and its forecasts for specific product lines.

The Company performs an annual review of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable.

These reviews can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in the Company’s business strategy and its forecasts for specific product lines.

Impairment of long-lived assets

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In the event that the sum of the expected future undiscounted cash flows expected to be generated by the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized and the assets would be written down to their estimated fair values.

During the periods presented, no impairment indicators were identified.

The Company did not record any impairment of long-lived assets for any of the periods presented.

Research and development, net

Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment, and supplies for research and development activities.

Research and development costs are expensed as incurred, and consist primarily of personnel, facilities, equipment, and supplies for research and development activities.

The Company follows the provisions of ASC 985, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, which requires that software development costs incurred in conjunction with development be charged to research and development expenses until technological feasibility is established.

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Accordingly, all research and development costs have been expensed as incurred.

The Company occasionally enters into best-efforts nonrefundable, non-recurring engineering (“NRE”) arrangements pursuant to which the Company is reimbursed for a portion of the research and development expenses attributable to specific development programs.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company enters into best-efforts nonrefundable, non-recurring engineering (“NRE”) arrangements pursuant to which the Company is reimbursed for a portion of the research and development expenses attributable to specific development programs.

The Company does not receive any additional compensation or royalties upon completion of such projects and the potential customer does not commit to purchase the resulting product in the future.

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Derivative gains and losses attributed to these consolidated financial statements are recorded under accumulated other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects the statement of operations.

During the fourth quarter of 2022, the Company de-designated its remaining cash flow hedges for forecasted operating expenses denominated in ILS.

As the hedged transactions and cash flows related to the outstanding instruments are expected to occur as originally forecasted, the associated gains and losses deferred in accumulated other comprehensive loss on the Company’s consolidated balance sheet will remain and will be reclassified into earnings within the next 12 months, in the same period or periods during which the originally hedged transactions affect earnings.

Any subsequent changes in the fair value of the outstanding derivative instruments after the de-designation and termination of hedge accounting, are immediately reflected in operating expenses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the fourth quarter of 2022, the Company de-designated its remaining cash flow hedges for forecasted operating expenses denominated in ILS and will no longer participate in the hedging services agreement with Intel.

As the hedged transactions and cash flows related to the outstanding instruments are expected to occur as originally forecasted, the associated gains and losses deferred in accumulated other comprehensive income (loss) on the Company’s consolidated balance sheet were reclassified into earnings in the same period or periods during which the originally hedged transactions affect earnings.

Any subsequent changes in the fair value of the outstanding derivative instruments after the de-designation and termination of hedge accounting, were immediately reflected in operating expenses.

As of December 30, 2023, there are no outstanding hedging instruments and all of the related accumulated other comprehensive income (loss) was reclassified into the statement of operations and comprehensive income (loss).

The notional amount and fair value of derivatives outstanding at Intel on behalf of Mobileye were:

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Other comprehensive income (loss), net

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue recognition

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Advertising expenses for the years ended December 30, 2023, December 31, 2022, and December 25, 2021 amounted to $ 4 million, $ 3 million and $ 2 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-based compensation

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2022 Equity Incentive Plan (the “2022 Plan”) which allows the compensation committee of the Company to make equity-based incentive awards to our employees, consultants and outside directors.

In October 2022, the Company’s board of directors approved the issuance of RSUs under the 2022 Plan.

Equity awards granted to employees are accounted for using the estimated grant date fair value.

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The provision for income tax consists of income taxes in the various jurisdictions where the Company is subject to taxation, primarily the United States and Israel.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company computes the provision for income taxes under the asset and liability method prescribed by the Financial Accounting Standards Board (“FASB”) Guidance ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in these consolidated financial statements.

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Any differences between taxes currently payable to the Company’s Parent under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital in the consolidated statement of changes in equity and financing activities within the consolidated statement of cash flows.

The Company will present tax loss and tax credit carry-forward attributes under the separate return method approach.

For additional information regarding the Tax Sharing Agreement, see Note 9 of the Notes to Consolidated Financial Statements.

The Company presents tax loss and tax credit carry-forward attributes under the separate return method approach.

Such tax attributes may not be benefited in the same period as the Company’s Parent on a consolidated tax return.

As a result, there are inherent differences between the Company’s separate tax return method approach and certain actual tax returns filed on a consolidated basis with Intel.

For further detail regarding income tax, refer to Note 8 Income Taxes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Provision for warranties

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Provision for warranties is included in other current liabilities on the consolidated balance sheets.

Provision for warranties as of December 31, 2022 and December 25, 2021, as well as warranty expenses for the each of the years ended December 31, 2022, December 25, 2021, and December 26, 2020, were not material.

Provision for warranties as of December 30, 2023 and December 31, 2022, as well as warranty expenses for the each of the years presented were not material.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loss contingencies

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Leases primarily consist of real estate property and vehicles and are classified as operating leases with fixed payment terms.

Certain operating leases provide for annual increases to lease payments based on an index or a rate.

The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

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On the commencement date, lease payments that include variable lease payments dependent on an index or a rate (such as the Consumer Price Index or a market interest rate), are initially measured using the index or rate at the commencement date.

Variable payments that depend on performance or use of the underlying asset are not included in the lease payments.

Such variable payments are recognized in the consolidated statements of operations and comprehensive income (loss) in the period in which the event or condition that triggers the payment occurs.

These variable payment amounts were not material to the consolidated financial statements for the periods presented.

The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate because the interest rate implicit in most of its leases is not readily determinable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings (loss) per share

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Potentially dilutive common shares result from the assumed vesting of RSUs under the 2022 Plan, using the “treasury stock” method.

RSUs are not included in the computation of diluted earnings (loss) per share for the periods presented because the effect of their inclusion would have been anti-dilutive.

Refer to Note 7 Earnings (Loss) per Share for a reconciliation as well as Share-based Compensation in Note 6 for further discussion on awards.

RSUs are not included in the computation of diluted earnings (loss) per share if the effect of their inclusion would have been anti-dilutive.

Refer to Note 7 Earnings (Loss) Per Share as well as Share-based Compensation in Note 6 for further discussion on awards.

Concentration of credit risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, which include short-term deposits and money market funds, and also trade accounts receivable.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The majority of the Company’s cash and cash equivalents are invested in banks domiciled in the U.S.

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Generally, these cash equivalents may be redeemed upon demand.

Short term bank deposits and money market funds, included in cash and cash equivalents, are held in the aforementioned banks.

Short term bank deposits are held in the aforementioned banks.

Money market funds consist of institutional investors money market funds and are readily redeemable to cash.

Accordingly, management believes that these bank deposits and money market funds have minimal credit risk.

The Company’s account receivables are derived primarily from sales to Tier 1 suppliers to the automotive manufacturing industry located mainly in the U.S., Europe, and China.

Concentration of credit risk with respect to account receivables is mitigated by credit limits, ongoing credit evaluation, and account monitoring procedures.

The Company’s accounts receivable are derived primarily from sales to Tier 1 suppliers to the automotive manufacturing industry located mainly in the U.S., Europe, and China.

Concentration of credit risk with respect to accounts receivable is mitigated by credit limits, ongoing credit evaluation, and account monitoring procedures.

Credit is granted based on an evaluation of a customer’s financial condition and, generally, collateral is not required.

1 unchanged sentence

The Company performs ongoing credit evaluations of its customers and has not experienced any material losses in the periods presented.

The Company establishes credit losses accounts receivable by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history from such customers, and the customers’ current ability to pay its obligation to the Company.

As of December 31, 2022 and December 25, 2021, the credit losses for accounts receivable were not material.

The Company writes off accounts receivable when they are deemed uncollectible.

For the years ended December 31, 2022, December 25, 2021, and December 26, 2020, the charge-offs and recoveries in relation to the credit losses accounts were not material.

The Company recognizes an allowance for credit losses for any potential uncollectible amounts.

The allowance is based on various factors, including historical experience, the age of the accounts receivable balances, credit quality of the customers, and other reasonable and supportable information.

This allowance consists of an amount based on overall estimated exposure for the receivable portfolio and amounts identified for specific customers.

Expected credit losses are recorded as general and administrative expenses in the Company’s consolidated statement of operations and comprehensive income.

As of December 30, 2023 and December 31, 2022, the credit loss allowance of trade accounts receivable was not material.

For each of the years presented, the charge-offs and recoveries in relation to the credit losses were not material.

Customer concentration risk

4 unchanged sentences

The loss of one or more key customers, a reduction in sales to any key customer or the Company’s inability to attract new significant customers could negatively impact revenue and adversely affect the Company’s business, results of operations, and financial condition.

See Note 13 related to customers that accounted for more than 10% of the Company’s total revenue and more than 10% of the total accounts receivable balance for each of the years presented in these consolidated financial statements.

See Note 12 Segment Information related to customers that accounted for more than 10% of the Company’s total revenue and more than 10% of the total accounts receivable balance for each of the years presented in these consolidated financial statements.

Dependence on a single supplier risk

The Company purchases all its System on Chip (“EyeQ® SoC”) from a single supplier.

The Company purchases all its System on Chip (“EyeQ TM SoC”) from a single supplier.

Any issues that occur and persist in connection with the manufacture, delivery, quality, or cost of the assembly and testing of inventory could have a material adverse effect on the Company’s business, results of operations and financial condition.

See below regarding a shortage in EyeQ® SoCs that the Company has been experiencing during 2021 and 2022.

See below regarding a shortage in EyeQ TM SoCs that the Company experienced during 2021 and 2022 and may experience in the future, including in ECUs for SuperVision™ and other components for our products.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The COVID-19 pandemic has adversely affected significant portions of the Company’s business and could have a continued adverse effect on our business, results of operations, and financial condition.

There is a significant constraint in the global supply of semiconductors.

The COVID-19 pandemic led to an increase in the demand for consumer electronics and global semiconductor manufacturers allocated significant capacity to meet such demand.

As global automakers resumed production in 2020 following shutdowns resulting from the COVID-19 pandemic, semiconductor supply became further strained, and these factors, combined with the long lead times associated with the Company, have contributed to a shortage of semiconductors.

During the fiscal years ended December 25, 2021 and December 31, 2022, the Company’s sole supplier of EyeQ® SoCs was not able to meet the Company’s demand for EyeQ® SoCs, causing a significant reduction in the Company’s inventory levels.

We may continue to experience a shortfall of EyeQ® SoCs and may also experience a shortfall in components of our other products, which has already caused certain delays and may continue to cause further delays in our ability to fulfill customers’ orders.

Continued shortage and supply chain constraints in EyeQ® SoCs and in components of our other products, may impair the Company’s ability to meet its customers’ requirements in a timely manner and may adversely affect the Company’s business, results of operations and financial condition.

Supply chain risk

During the fiscal years 2022 and 2021, due to global supply chain constraints and shortage of semiconductors, the Company’s sole supplier was not able to meet demand of the Company for EyeQ TM SoCs, causing a significant reduction in the Company’s inventory levels.

Starting in late 2022 and early 2023, such supply chain constraints and shortage abated and during 2023, we successfully increased levels of EyeQ TM SoC inventory on hand, mitigating the potential for future supply constraints to cause a shortfall.

However, in the event of a reoccurrence of supply chain constraints, and subject to the duration and severity thereof, we may be required to operate with minimal or no inventory of EyeQ TM SoCs or SuperVision TM ECUs on hand.

The reoccurrence of shortages and supply chain constraints in EyeQ TM SoCs and ECUs for SuperVision™ and in components of our other products, may impair the Company’s ability to meet its customers’ requirements in a timely manner and may adversely affect the Company’s business, results of operations and financial condition.

Moreover, to the extent that the global semiconductor shortage results in reduced production or production delays by automakers, those delays could result in reduced or delayed demand for the Company products.

In addition, issues relating to the COVID-19 pandemic have led to port congestion and intermittent supplier shutdowns and delays in the delivery of critical components, resulting in additional expenses to expedite delivery of critical parts.

Sustaining the proliferation of our solutions will require the readiness and solvency of its suppliers and vendors, a stable and motivated production workforce and ongoing government cooperation, including for travel and visa allowances, which many governments have restricted in connection with efforts to address the COVID-19 pandemic.

Although we cannot fully predict the length and the severity of the impact these pressures will have on a long-term basis, we do not anticipate that our current supply chain constraints would materially adversely affect our results of operations, capital resources, sales, profits, and liquidity.

Sustaining the Company’s production trajectory require the readiness and solvency of its suppliers and vendors, a stable and motivated production workforce and ongoing government cooperation, including for travel and visa allowances, which governments may restrict.

Although we cannot fully predict the length and the severity of the impact these pressures would have on a long-term basis, we do not anticipate that short-term supply chain constraints would materially adversely affect our results of operations, capital resources, sales, profits, and liquidity.

New Accounting pronouncements

Recently Adopted Accounting Pronouncements:

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods.

The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s consolidated financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies.

The new standard which can be applied prospectively or retrospectively, was adopted by the Company, and only impacts annual financial statement footnote disclosures.

There was no impact arising from the adoption of this standard.

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides practical expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform.

2020-04 is effective and can be applied prospectively through December 31, 2022.

The Company has completed its evaluation of significant contracts.

The Company has adopted the ASU in these consolidated financial statements.

There was no material impact on these consolidated financial statements.

For further information, see Note 9 regarding related party transactions.

Accounting Pronouncements effective in future periods

In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures.

The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

For public business entities, the ASU is effective for annual periods beginning after December 15, 2024.

The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

NOTE 3 OTHER FINANCIAL STATEMENT DETAILS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in millions

Raw materials

Work in process

Finished goods

Inventory write-downs and write-offs were not material for all periods presented in these consolidated financial statements.

Total inventories

Inventory write-downs and write-offs totaled $ 2 million, $ 0 million and $ 1 million for the years ended December 30, 2023, December 31, 2022, and December 25, 2021, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment, net

8 unchanged sentences

Depreciation expenses totaled $ 39 million, $ 23 million, and $ 17 million for the years ended December 30, 2023, December 31, 2022, and December 25, 2021, respectively.

During 2023, the Company derecognized the cost and accumulated depreciation of fully depreciated assets in the amount of $ 23 million.

The construction of our new campus in Israel is substantially complete and therefore we have classified the related costs from ‘construction in process’ to the relevant asset types as well as commenced depreciation in the fourth quarter of 2023.

Substantially all of the Company’s property and equipment were located in Israel as of December 30, 2023 and December 31, 2022.

7 unchanged sentences

Israeli labor laws generally require severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances.

The following principal plans relate to the Company’s employees in Israel.

The following plans relate to the Company’s employees in Israel.

Severance pay liability with respect to Israeli employees is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees, multiplied by the number of years of employment as of the period-end date.

2 unchanged sentences

Severance pay liabilities as of December 30, 2023 and December 31, 2022 were $ 56 million and $ 56 million, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s liability for all of its Israeli employees is covered for by monthly deposits with severance pay funds.

The Company’s liability for all of its Israeli employees is covered by monthly deposits with severance pay funds.

The value of the deposited funds is based on the cash surrender value of these policies and includes earnings (or losses) accumulated through the balance sheet date.

1 unchanged sentence

Severance pay funds, which are included in other long-term assets, were $ 45 million and $ 42 million as of December 30, 2023 and December 31, 2022, respectively.

Part of the Company’s liability for severance pay is covered by the provisions of Section 14 of the Israeli Severance Pay Law (“Section 14”).

The majority of the Company’s liability for severance pay is covered by the provisions of Section 14 of the Israeli Severance Pay Law (“Section 14”).

Under Section 14, employees are entitled to monthly deposits, at a rate of 8.33 % of their monthly salary, contributed by the Company on their behalf to their insurance funds.

7 unchanged sentences

The adaptation grant is not part of Mobileye’s compensation and benefit plans and therefore the related obligation was eliminated through parent net investment upon the recruitment of these Intel Aligned Employees into the Company during 2022.

For the years ended December 25, 2021, and December 26, 2020, the periodic benefit costs were $ 2 million, and $ 1 million, respectively, the discount rates were 3.1 % , and 2.9 % , respectively, and the assumed rates of compensation increase were 4.0 % , and 4.2 % , respectively.

Projected benefit obligations as of December 25, 2021 were $ 23 million.

The accumulated other comprehensive income related to this benefit was not material for all periods presented.

For the year ended December 25, 2021 the periodic benefit costs were $ 2 million, the discount rate was 3.1 % , and the assumed rate of compensation increase was 4.0 % .

Non-Israeli Defined Contribution Plans

1 unchanged sentence

The plans primarily provide for Company matching contributions based upon a percentage of the employees’ contributions.

The Company’s contributions for the years ended December 31, 2022, December 25, 2021, and December 26, 2020 under such plans were not material.

The Company’s contributions for each of the years presented under such plans were not material.

NOTE 5 LEASES

The Company’s operating leases consist of offices and vehicles and the lease term varies from 3 - 7 years .

Some of the Company’s leases include options to extend the lease term for up to five years .

The Company’s operating leases consist of offices and vehicles and the lease term varies between 3 - 7 years .

Some of the Company’s leases include options to extend the lease term for periods of up to five years each.

For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

During 2022, the Company has entered into new, non-cancellable, operating lease agreements of offices.

During 2023 and 2022, the Company has entered into new, non-cancellable, operating lease agreements of offices and vehicles.

Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

Certain operating leases provide for annual increases to lease payments based on an index or rate.

Certain operating leases provide for annual increases to lease payments based on an index or a rate.

The Company calculates the present value of future lease payments based on the index or rate at the lease commencement date.

Differences between the estimated lease liability and actual payment are expensed as incurred and are not material for all periods presented.

Differences between the estimated lease liability and actual payments are expensed as incurred and are not material for all periods presented.

The lease agreements generally do not contain any residual value guarantees or restrictive covenants.

1 unchanged sentence

The Company does not have any finance leases.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17 unchanged sentences

Present value of lease liabilities

During 2017, the Company obtained the right to use land in Jerusalem from the Israeli government for the construction of a new research and development and innovation center that will also host the Company’s headquarters.

This land lease was fully prepaid and no lease liability was recorded.

This operating lease right of use asset is carried at cost and depreciated using the straight-line method.

This operating lease right of use asset, net of depreciation, was $11 million and $ 11 million as of December 31, 2022 and December 25, 2021, respectively, and is included in other long-term assets on the consolidated balance sheets.

This operating lease right of use asset is carried at cost and amortized using the straight-line method.

This operating lease right of use asset, net of amortization, was $ 12 million and $ 11 million as of December 30, 2023 and December 31, 2022, respectively, and is included in other long-term assets on the consolidated balance sheets.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 EQUITY

6 unchanged sentences

Each share of our Class B common stock is entitled to ten votes and is convertible at any time into one share of our Class A common stock, subject to certain conditions.

Intel continues to directly, or indirectly, hold all of the Class B common stock of Mobileye, which represents approximately 99.3 % of the voting power of our common stock.

Intel continues to directly, or indirectly, hold all of the Class B common stock of Mobileye, which represents approximately 88.3 % of our outstanding common stock and 98.7 % of the voting power of our common stock as of December 30, 2023.

For more information on the reorganization and the Mobileye IPO, see Note 1.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On May 12, 2022, Mobileye Group declared and paid a dividend in an aggregate amount of $ 336 million to Intel, net of $ 14 million of cash paid to tax authorities to settle related tax obligations.

4 unchanged sentences

2022 Equity Incentive Plan (the “2022 Plan”).

In October 2022, the Company’s board of directors approved the issuance of RSUs under the 2022 Plan in an aggregate value of $ 264 million, which constituted 12.6 million RSU units, issuable upon the vesting of such RSUs.

RSUs awarded to employees in October 2022, under the 2022 Plan, vest upon the satisfaction of a service-based vesting condition, mostly over a service periods of three years.

All RSUs granted are for Class A shares and include service conditions.

The RSU granted in October 2022 also include 2.1 million RSUs granted to the Company’s Chief Executive Officer, in a total value of $ 44 million, which will vest over a service period of five years .

Equity awards under the 2022 Plan are granted for Class A shares and vest upon the satisfaction of a service-based vesting condition, mostly over a service periods of three years.

The RSU granted during 2023 and 2022 also include 0.4 million and 2.1 million RSUs granted to the Company’s Chief Executive Officer, in a total value of $ 14 million and $ 44 million, respectively, which will vest over a service period of up to five years .

With respect to Israeli employees, the 2022 Plan is designed to grant awards pursuant to the provision of Section 102 of the Israeli Income Tax Ordinance.

1 unchanged sentence

This includes amounts recorded as salary benefits in the Company’s consolidated financial statements, in respect of equity granted to employees under the 2022 Plan, with the exception of the benefit component, if any, on the grant date.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

The RSU activity for the year ended December 31, 2022 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

The RSU activity for the years ended December 30, 2023 and December 31, 2022 for RSUs granted to the Company’s employees under the 2022 Plan was as follows:

Weighted average grant

Number of RSUs

date fair value

date fair value per share

Outstanding as of December 25, 2021

Outstanding as of December 31, 2022

Outstanding as of December 30, 2023

As of December 30, 2023, the unrecognized compensation cost related to all unvested RSUs granted under the Company’s 2022 Plan, was $ 313 million, which is expected to be recognized as expense over a weighted-average period of 2.18 years.

4 unchanged sentences

In accordance with the capital gains treatment elected by the Company, the Company is not allowed for tax purposes to deduct the amounts credited to employees.

This includes amounts recorded as salary benefits in the Company’s consolidated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

financial statements, in respect of equity granted to employees under the 2006 Plan, with the exception of the benefit component, if any, on the grant date.

This includes amounts recorded as salary benefits in the Company’s consolidated financial statements, in respect of equity granted to employees under the 2006 Plan, with the exception of the benefit component, if any, on the grant date.

Outstanding and exercisable options for Intel’s common stock under Intel’s 2006 Plan as of December 30, 2023 were as follows:

5 unchanged sentences

$ 22.4 - 24.3

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The option activity for the years ended December 30, 2023, December 31, 2022, and December 25, 2021 for options granted to Company’s employees for Intel’s common stock was as follows:

7 unchanged sentences

Options exercisable as of December 30, 2023

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of the Intel’s common stock.

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of Intel’s common stock.

On December 30, 2023, December 31, 2022, and December 25, 2021, the Intel share prices were $ 50.25 , $ 26.43 , and $ 51.31 , respectively.

1 unchanged sentence

(2) The remaining options expected to vest as of December 30, 2023 were 7 thousand options with an average weighted exercise price of $ 21.6 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The RSU activity for the years ended December 30, 2023, December 31, 2022, and December 25, 2021 for RSUs granted to Company’s employees for Intel’s common stock was as follows:

1 unchanged sentence

Number of RSUs

date fair value

date fair value per share

Outstanding as of December 26, 2020

4 unchanged sentences

As of December 30, 2023, the unrecognized compensation cost related to stock options and RSUs granted under the Intel 2006 Plan was $ 82 million, which will be recognized over a weighted average period of 1.02 years.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-based compensation expense summary (for both Mobileye and Intel Plans)

11 unchanged sentences

Concurrently, we issued to Intel an additional 749,999,900 shares of our Class B common stock pursuant to an agreement with Intel.

Accordingly, as of the completion of the Mobileye IPO, we have 750,000,000 Class B shares, all held by Intel.

Per ASC 260-10-55-12, this share amount is being retroactively utilized for the calculation of basic and diluted earnings (loss) per share (“EPS”) for all periods presented.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accordingly, as of the completion of the Mobileye IPO, we had 750,000,000 Class B shares, all held by Intel.

Per ASC 260-10-55-12, this share amount is being retroactively utilized for the calculation of basic and diluted earnings (loss) per share (“EPS”) for periods prior to the Mobileye IPO.

In connection with the Mobileye IPO, we issued 41,000,000 shares of our Class A common stock to the public at a public offering price of $ 21.00 per share and an additional 4,761,905 Class A shares at a private placement.

2 unchanged sentences

In accordance with ASC 260, the Class A shares issued in connection with the Mobileye IPO are included in earnings (loss) per share calculations for periods subsequent to the closing of the Mobileye IPO and are not included in the earnings (loss) per share calculations for periods prior to the closing of the Mobileye IPO.

In October 2022, our board of directors approved the issuance of restricted stock units in connection with the Mobileye IPO.

For the year ended December 31, 2022, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 0.8 million potential common stock, based on treasury stock method, related to these restricted stock units, as the effect of their inclusion would have been anti-dilutive.

On June 12, 2023, we completed the Secondary Offering, pursuant to which 38,500,000 shares of Class B common stock held by Intel were converted into an equal number of shares of Class A common stock.

Accordingly, as of December 30, 2023, we have 711,500,000 Class B shares, all held by Intel, and 94,652,348 Class A shares, both of which are utilized for the calculation of basic and diluted EPS.

The outstanding Class A shares also include shares issued upon vesting of outstanding RSUs, see note 6.

For the years ended December 30, 2023 and December 31, 2022, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 5.9 million and 0.8 million potential common shares, respectively, related to restricted stock units granted under the 2022 Plan to the Company’s employees, as the effect of their inclusion would have been anti-dilutive.

The following table summarizes the calculation of basic and diluted earnings (loss) per share for the periods presented:

4 unchanged sentences

Basic and diluted

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 INCOME TAXES

3 unchanged sentences

Total income (loss) before income taxes

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Benefit (provision) for income taxes included in the consolidated statements of operations and comprehensive income (loss)

14 unchanged sentences

branch taxation of foreign operations

Decrease (increase) in uncertain tax position, net

Changes in uncertain tax position, net

Share-based compensation related adjustments

Increase in valuation allowance

Changes in valuation allowance

Non-deductible expenses and other

1 unchanged sentence

Effective tax rate

In the year ended December 25, 2021, Mobileye’s Israeli operations became taxable in the U.S.

as branch entities.

In the year ended December 31, 2022, Moovit’s Israeli operations became taxable in the United States as a branch entity.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In fiscal years ended 2023 and 2022, certain Israeli operations are taxable in the U.S.

as branch activities due to restructuring activities prior to Mobileye IPO.

As a result, these operations are taxed both in the U.S.

1 unchanged sentence

tax purposes, due to cumulative losses, deferred tax assets have not been benefited which results in a residual tax expense associated with a deferred tax liability recorded for goodwill.

The increase in the effective tax rate for the year ended December 31, 2022, as compared to the year ended December 25, 2021, is primarily driven by the increase in unbenefited U.S.

The increase in the effective tax rate for the year ended December 30, 2023, as compared to the year ended December 31, 2022, is primarily driven by the jurisdictional composition of our taxable earnings based on operational results and an increase in unbenefited U.S.

deferred tax assets subject to a valuation allowance.

In Israel, the Company benefits from a reduced tax rate under the Special Preferred Technological Enterprise status under the Law for the Encouragement of Capital Investments, 1959, or the Investment Law.

Under the Investment Law, income derived by Preferred Companies from ‘Special Preferred Technological Enterprises’ (as defined in the 2017 Amendment), would be subject to 6 % tax rate on income deriving from intellectual property, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual research and development expenditures and research and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

development employees, as well as having at least 25 % of annual income derived from exports.

Special Preferred Technological Enterprise is defined as an enterprise which meets the aforementioned conditions and for which total consolidated revenue of its parent company and all subsidiaries are more than ILS 10 billion.

Deferred income taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Deferred tax liabilities and assets are classified as long term on the consolidated balance sheets.

Due to the fact that certain Israeli operations became taxable in the U.S.

as branch activities, the Company recognized in the year ended December 31, 2022 and December 25, 2021 the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for U.S.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and increase in unbenefited U.S.

deferred tax assets subject to a valuation allowance.

Due to the fact that certain Israeli operations were taxable in the U.S.

as branch activities, the Company recognized in the years ended December 30, 2023 and December 31, 2022 the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for U.S.

income tax purposes which resulted in a net deferred tax liability after evaluation of deferred tax assets for realizability.

17 unchanged sentences

Net deferred tax liabilities

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in valuation allowance for deferred tax assets were as follows:

7 unchanged sentences

branch deferred tax assets not currently expected to be realized given that the Company has sustained recent losses based on the separate return method.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For purposes of these financial statements, the income tax expense and deferred tax balances have been prepared as if the Company filed income tax returns on the separate return method.

2 unchanged sentences

The Company also has $ 139 million of separate return method net operating loss carryforwards that were generated after joining its Parent’s consolidated income tax filing group which have been utilized by its Parent.

These net operating losses generated by the Company that have been utilized as part of the Parent consolidated income tax return filings but have not been utilized by the Company under the separate return method approach, have been reflected in these consolidated financial statements because the Company will recognize a benefit for the separate return method net operating losses when determined to be realizable, whether as a deduction against current taxable income in future periods or upon recognition of associated deferred tax assets based on valuation allowance assessments.

The majority of the Company’s U.S.

net operating losses were generated after January 1, 2018 and thus have an unlimited carry-forward period but are limited as a deduction to 80% of taxable income in any given year.

The Company has a non-U.S.

net operating loss carryforward of $ 157 million for the year ended December 31, 2022.

net operating loss carryforward of $ 183 million as of December 30, 2023.

This net operating loss carryforward amount relates primarily to operations in Israel and has an indefinite carry-forward period.

5 unchanged sentences

The estimation of the unrecognized deferred tax liability on undistributed foreign earnings is not practicable for the consolidated balance sheets dates presented.

The Company made a one-time dividend distribution of $ 336 million to its Parent as part of Mobileye IPO, which was subject to Israel withholding tax of $ 14 million.

Uncertain tax positions

2 unchanged sentences

Balance at the beginning of the year

Changes in balances related to tax positions taken during current period

Settlements with taxing authorities

1 unchanged sentence

Balance at the end of the year

As of December 31, 2022, the Company had no liabilities for uncertain tax positions.

The December 25, 2021 balance of $ 4 million, plus accrued penalties and interest, is included in other current liabilities on the consolidated balance sheets.

If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $ 7 million as of December 30, 2023.

The balance of uncertain tax positions, which also includes accrued penalties and interest, is included in other long-term liabilities on the consolidated balance sheets.

There are no material changes anticipated in the uncertain tax positions in the next twelve months.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company files income tax returns in the U.S., Israel, and in other certain foreign jurisdictions.

12 unchanged sentences

On October 25, 2022, Arrangement 1 was terminated.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2017, Intel along with the Company, entered into a bilateral lending/borrowing arrangement (“Arrangement 2”) to make cash available to either party up to an aggregate principal amount of $ 750 million.

11 unchanged sentences

On October 25, 2022, Arrangement 3 was terminated.

The total outstanding balance under the Bilateral Loan Arrangements was zero and $ 1.3 billion as of December 31, 2022 and December 25, 2021 respectively, and was reflected in current assets as a related party loan (accumulated interest is presented within other current assets).

Interest income recognized by the Company totaled $ 18 million, $ 3 million and $ 6 million for the year ended December 31, 2022, December 25, 2021 and December 26, 2020, respectively.

The total outstanding balance under the Bilateral Loan Arrangements was zero for both December 30, 2023 and December 31, 2022.

Interest income recognized by the Company totaled $ 0 million, $ 18 million and $ 3 million for the years ended December 30, 2023, December 31, 2022 and December 25, 2021, respectively.

Stock Compensation Recharge Agreement

The Company entered into a stock compensation recharge agreement with Intel, which requires the Company to reimburse Intel for certain amounts relating to the value of share-based compensation provided to the Company’s employees for RSUs or stock options exercisable in Intel stock.

The liability associated with the stock compensation recharge agreement that is reflected on the consolidated balance sheets, under related party payable was approximately $ 1 million and $ 162 million as of December 31, 2022 and December 25, 2021, respectively.

The reimbursement amounts recorded as an adjustment to additional paid-in capital in the consolidated statement of equity were $ 118 million, $ 162 million and $ 78 million for the year ended December 31, 2022, December 25, 2021 and December 26, 2020, respectively.

The reimbursement amounts recorded as an adjustment to additional paid-in capital (and to parent net investment prior to the Mobileye IPO) in the consolidated statement of changes in equity were $ 100 million, $ 118 million and $ 162 million for the year ended December 30, 2023, December 31, 2022 and December 25, 2021, respectively.

As for the inclusion of the Company’s employees in Intel’s equity incentive plan, see Note 6.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Hedging services

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Following our recruitment of certain employees relating to the Mobileye business from Intel during 2022, and the Intercompany Agreements that came into effect upon Mobileye IPO, this agreement was terminated on October 25, 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease agreements

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The costs are included in the consolidated statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis, as described in Note 2.

The leasing costs for the years ended December 31, 2022, December 25, 2021 and December 26, 2020 were $ 3 million, $ 1.5 million and $ 1.5 , respectively.

The leasing costs for the years ended December 30, 2023, December 31, 2022 and December 25, 2021 were $ 4 million, $ 3 million and $ 1.5 million, respectively.

Other services to a related party

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Moovit’s operations were already reflected as part of the Mobileye Group as further detailed in Note 1 and, therefore the transaction was treated within equity.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dividend Note

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The actual amount of the Dividend Note which was repaid was based upon the amount of net proceeds from the Mobileye IPO that were available after we retained the required $ 1.0 billion of cash, cash equivalents, or marketable securities that Intel agreed to ensure that we had immediately after completion of the IPO under the Master Transaction Agreement.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intercompany Agreements

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Administrative Services Agreement

Under the Administrative Services Agreement, Intel will provide the Company with administrative, financial, legal, tax, and other services.

The Company will pay fees to Intel for the services rendered based on pricing per service agreed between the Company and Intel.

Under the Administrative Services Agreement, Intel provides the Company with administrative and other services.

The Company pays fees to Intel for the services rendered based on pricing per service agreed between the Company and Intel.

The initial term of the Administrative Services Agreement will expire two years from the completion of the Mobileye IPO and will be extended automatically for successive three-month terms unless one of the parties elects not to renew.

We have the right to terminate any of the services provided by Intel under the Administrative Services Agreement at any time upon thirty days prior written notice of termination to Intel, or if Intel fails to perform any of its material obligations under the Administrative Services Agreement and such failure continues for at least thirty days after receipt by Intel of written notice of such failure from Mobileye.

The costs incurred under this agreement for the year ended December 31, 2022 was $ 3 million.

The costs incurred under this agreement for the years ended December 30, 2023 and December 31, 2022 were $ 4 million and $ 3 million, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Technology and Services Agreement

The Technology and Services Agreement provides a framework for the collaboration on technology projects and services between the Company and Intel (“Technology Projects”), and sets out the licenses granted by each party to its respective technology for the conduct of the Technology Projects, provisions relating to the ownership of certain existing technology, the allocation of rights in any new technology created in the course of the Technology Projects, and certain provisions applicable to the development of a certain radar product of the Company’s.

The Technology and Services Agreement will not apply to projects for the development and manufacture of a lidar sensor system for automobiles, for which the LiDAR Product Collaboration Agreement will apply.

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The Technology and Services Agreement has a term of two years, and will automatically renew for one-year renewal periods, unless the agreement is terminated for a party’s material breach, a party’s bankruptcy or insolvency, or advance notice of non-renewal is given.

The amount incurred under this agreement for the year ended December 31, 2022 was $ 0.4 million.

The amount incurred under this agreement for the years ended December 30, 2023 and December 31, 2022 were $ 5 million and $ 0.4 million, respectively.

LiDAR Product Collaboration Agreement

The LiDAR Product Collaboration Agreement provides the terms that will apply to the Company’s collaboration with Intel for the development and manufacture of a Lidar sensor system for ADAS and AV in automobiles (“LiDAR Projects”).

On some of the LiDAR programs joint funding will apply between Intel and Mobileye until the end of 2027 so Mobileye will bear its own Lidar sensor system development costs up to the first USD $ 40 million per year and Intel will bear up to $ 20 million per year of Mobileye’s Lidar sensor system development costs that are greater than USD $ 40 million per year.

The LiDAR Product Collaboration Agreement further provides that Intel will manufacture certain components for us to market and sell as part of a FMCW (frequency-modulated continuous wave) Lidar sensor system solely for external environment sensing for ADAS and AV in automobiles.

The LiDAR Product Collaboration Agreement provides the terms that will apply to the Company’s collaboration with Intel for the development and manufacture of a lidar sensor system for ADAS and AV in automobiles (“LiDAR Project”).

On some of the LiDAR programs joint funding will apply between Intel and Mobileye until the end of 2027 whereby Mobileye will bear its own lidar sensor system development costs up to the first $ 40 million per year and Intel will bear up to $ 20 million per year of Mobileye’s lidar sensor system development costs that are greater than $ 40 million per year.

The LiDAR Product Collaboration Agreement further provides that Intel will manufacture certain components for the Company to market and sell as part of a FMCW (frequency-modulated continuous wave) lidar sensor system solely for external environment sensing for ADAS and AV in automobiles.

The parties intend that for a limited period of up to 5 years, we will have certain exclusive rights for the marketing and selling of the initial FMCW lidar sensor system for defined uses, with annual plans for sales and marketing of the sensor system to be agreed by the parties.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The price for the components Intel will manufacture for us will be based on a cost-plus model.

The price for the components Intel will manufacture for the Company will be based on a cost-plus model.

In addition, the agreement also includes a profit-sharing model under which Mobileye will pay Intel a share of the gross profit for each lidar sensor system or components thereof, based on Intel technology, sold by Mobileye.

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Either party may terminate the LiDAR Product Collaboration Agreement for any reason by giving 24-month notice to the other party, and additional termination rights arise if Intel shuts down, sells, or transfers the factory operations for silicon photonics or if we cease lidar development or sale, as well as for a party’s material breach or bankruptcy or insolvency.

There were no amounts received or receivable from Intel under this agreement for the year ended December 31, 2022.

In 2023, Mobileye opted to pursue a different lidar technology, and as a result, Mobileye and Intel are no longer actively working on developing the LiDAR Project under the LiDAR Product Collaboration Agreement.

Mobileye and Intel have begun negotiation of an amendment to the LiDAR Product Collaboration Agreement which contemplates the parties’ cessation of lidar development work and Mobileye’s potential, continued use of certain licenses granted by Intel under the LiDAR Product Collaboration Agreement.

In connection with the foregoing, Mobileye would no longer be obligated to share its profits associated with the LiDAR Project with Intel, and Intel would no longer be obligated to provide development services for the LiDAR Project and fund Mobileye’s lidar investments beyond the $ 40 million per year threshold set forth in the LiDAR Product Collaboration Agreement.

Final commercial terms for this amendment remain subject to further negotiation by Mobileye and Intel.

There were no amounts received or receivable from Intel under this agreement for the years ended December 30, 2023 and December 31, 2022.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Tax Sharing Agreement

The Tax Sharing Agreement establishes the respective rights, responsibilities and obligations of the Company and Intel after the completion of the Mobileye IPO with respect to tax matters, including the amount of cash the Company will pay to Intel for its share of the tax liability owed on the consolidated filings in which the Company or any of the Company’s subsidiaries are included, audit or other tax proceedings.

As of December 31, 2022, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $ 34 million.

For further detail, see Note 8 Income Taxes .

NOTE 10 BUSINESS COMBINATION

In May 2020, Moovit, a leading urban mobility app and mobility-as-a-service solutions provider, was acquired for total consideration of $ 915 million.

An amount of $ 90 million was retained to be paid to Moovit’s former shareholders after 18 months in order to cover any potential indemnities that arise in the first 18 months post-acquisition.

It was determined that the payment of all the deferred acquisition consideration to Moovit’s former stockholders was probable, and therefore, the total of $ 90 million was included in purchase consideration as a liability incurred to the sellers.

This deferred acquisition consideration was fully paid to Moovit’s former shareholders in 2021.

Total consideration includes the previously held ownership by Intel of 6 % of Moovit originally acquired in 2018 and was contributed by Intel to the Company.

The fair value of goodwill and intangible assets recognized in connection with the Moovit acquisition was $ 604 million and $ 340 million, respectively.

The intangible assets were comprised of $ 286 million of developed technology and $ 54 million of customer relationships and brands.

Out of the $ 604 million goodwill arising from the Moovit Acquisition, $ 493 million was attributed to synergies and benefits that are expected to be generated from the collaboration between Mobileye and Moovit.

Substantially all of the goodwill will not be deductible for tax purposes in Israel.

The acquisition-related developed technology is primarily related to Moovit’s monthly active user base and application platform.

The acquisition related costs were not material to these consolidated financial statements.

According to the terms of the Tax Sharing Agreement, the Company and Intel will calculate and agree to estimated amounts owed quarterly but final amounts will also be calculated and paid upon consolidated tax return filings.

Amounts payable under the Tax Sharing Agreement will be recorded in the same manner as other contractual obligations entered into by the Company.

As of December 30, 2023 and December 31, 2022, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $ 37 million and $ 34 million, respectively.

The increase in the balance represents the net activity of estimating fiscal year 2023 amounts payable and finalizing 2022 amounts due upon filing of the US consolidated tax return with Intel.

NOTE 10 GOODWILL

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dollars in millions

During the fourth quarters of 2022 and 2021, we completed our annual impairment assessments, which for 2022 was based on qualitative factors, and concluded that it is not more likely than not that the fair value of each reporting unit is less than its carrying amount.

In the year ended December 25, 2021, we performed a quantitative assessment for one of our reporting units.

During the fourth quarters of 2023 and 2022, we completed our annual impairment assessments.

In 2023, we performed a detailed quantitative analysis for the “Other” reporting unit.

The quantitative assessment was performed by measuring the reporting unit’s fair value, and showed that no impairment was required.

The fair value was estimated using the expected present value of future cash flows and is categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs.

The Company did not record any impairment of goodwill for any of the periods presented.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 IDENTIFIED INTANGIBLE ASSETS

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The Company did not record any impairment of intangible assets for any of the periods presented.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the amortization expenses recorded for these identified intangible assets and their weighted average useful lives:

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Mobileye is the Company’s only reportable operating segment and Moovit is presented within “Other” as per ASC 280, Segment Reporting.

Segment performance is the operating income reported excluding the amortization of acquisition-related intangible assets and IPO related expense.

Segment performance is the operating income reported excluding the amortization of acquisition-related intangible assets.

The CODM uses segment performance to allocate resources (including employees and financial resources) to segments in the annual budget and forecasting process and also uses that measure to assess the segment performance.

The measure of assets has not been disclosed for each segment as it is not regularly reviewed by the CODM.

The accounting policies of the individual segments are the same as those described in the summary of significant accounting policies in Note 2 to these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accounting policies of the individual segments are the same as those described in the Significant Accounting Policies in Note 2.

The following is segment results for each year:

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Segment performance

Interest income (expense) with related party

Other income (expense)

Loss before taxes on income

Interest income (expense) with related party, net

Other financial income (expense), net

Income (loss) before taxes on income

Share-based compensation

Depreciation of property and equipment

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2022

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Segment performance

Interest income (expense) with related party

Other income (expense)

Loss before taxes on income

Interest income (expense) with related party, net

Other financial income (expense), net

Income (loss) before taxes on income

Share-based compensation

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Segment performance

Interest income (expense) with related party

Other income (expense)

Loss before taxes on income

Interest income (expense) with related party, net

Other financial income (expense), net

Income (loss) before taxes on income

Share-based compensation

Depreciation of property and equipment

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total revenues based on the country that the product was shipped to were as follows:

1 unchanged sentence

United Kingdom

Czech Republic

Rest of World

We generate the majority of our revenue from the sale of our EyeQ® SoCs to OEMs through sales to Tier 1 automotive suppliers.

EyeQ® SoC sales represented approximately 89 %, 94 %, and 93 % of our revenue for each of the years ended December 31, 2022, December 25, 2021 and December 26, 2020, respectively.

We generate the majority of our revenue from the sale of our EyeQ TM SoCs to OEMs through sales to Tier 1 automotive suppliers.

EyeQ TM SoC sales represented approximately 89 %, 89 %, and 94 % of our revenue for each of the years ended December 30, 2023, December 31, 2022 and December 25, 2021, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Major Customers

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Percent of total revenues

*Less than 10%

Accounts receivable balances of major customers that amount to 10% or more of total accounts receivable balance:

1 unchanged sentence

NOTE 13 SUBSEQUENT EVENTS

Share-based compensation

In January 2024, the Company’s compensation committee approved the issuance of restricted stock units to be issued under our 2022 Equity Incentive Plan.

The total aggregate fair value of RSUs granted was $ 9.8 million, which constituted of 253 thousand RSUs, which will vest over a service period of three years.

The total aggregate fair value of RSUs granted was $ 15.4 million, which constituted 596 thousand RSUs, which will vest over a service period of three years .

Securities Litigation.

On January 16, 2024, a putative class action captioned McAuliffe v.

Mobileye Global Inc., et al., 1:24-CV-00310 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York against Mobileye and certain of its current and former officers, asserting violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with defendants’ alleged misstatements and omissions concerning the build-up of excess inventory by certain Tier 1 Mobileye customers.

The complaint seeks unspecified damages and other relief on behalf of all persons and entities who purchased or otherwise acquired Mobileye securities between January 26, 2023 and January 3, 2024.

We intend to defend the matter vigorously.

No provision was recorded in the financial statements.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data