What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-13 compared with 2024-02-23 · 313 added, 238 removed, 849 unchanged (39% of the section changed)

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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.

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.

Goodwill Impairment Assessments – Mobileye and Moovit reporting units

As described in Note 10 to the consolidated financial statements, the Company’s goodwill balance was $8,200 million as of December 28, 2024, and the goodwill associated with the Mobileye and Moovit reporting units was $8,089 million and $111 million, respectively.

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.

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

In 2024, the Company performed a detailed quantitative analysis for the Mobileye and Moovit reporting units.

Based on the goodwill impairment assessment during the year ended December 28, 2024, a goodwill impairment charge of $2,695 million was recorded to the Mobileye reporting unit during the third quarter due to a decline in the price of the Company’s Class A common stock and corresponding market capitalization, as well as macroeconomic and industry factors.

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.

Management’s cash flow projections for the Mobileye and Moovit reporting units included significant judgments and assumptions relating to financial projections, terminal growth rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Mobileye and Moovit reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Mobileye and Moovit reporting units, and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to financial projections, terminal growth rate and the discount rate.

In addition, the audit effort involved the use of professionals with specialized skills and knowledge.

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 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.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Mobileye and Moovit reporting units.

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

(ii) evaluating the appropriateness of the discounted cash flow model used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model;

(iv) evaluating the reasonableness of the significant assumptions used by management related to financial projections, terminal growth rate and the discount rate.

Evaluating management’s assumptions related to future cash flow projections involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Mobileye and Moovit reporting units, (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 consolidated financial statements.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model and the reasonableness of the discount rate assumption.

/s/ Kesselman & Kesselman

Certified Public Accountants (Isr.)

A member of PricewaterhouseCoopers International Limited

A member firm of PricewaterhouseCoopers International Limited

Tel Aviv, Israel

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Total non-current liabilities

Contingencies (see note 14)

TOTAL LIABILITIES

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shares issued and outstanding :

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

711,500,000 as of December 28, 2024 and December 30, 2023

Additional paid-in capital

Accumulated other comprehensive income (loss)

Retained earnings

Retained earnings (accumulated deficit)

TOTAL LIABILITIES AND EQUITY

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General and administrative

Goodwill impairment

Total operating expenses

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Net income (loss)

Other comprehensive income (loss), net of tax

OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE INCOME (LOSS)

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Shareholders’

dollars in millions, except per share amounts

dollars in millions, except per share data

paid-in capital

Income (Loss)

Balance as of December 26, 2020

Other comprehensive income (loss), net

Net income (loss)

Net transfer from (to) Parent

(Accumulated deficit)

Balance as of December 25, 2021

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Balance as of December 30, 2023

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

Balance as of December 28, 2024

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

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Amortization of intangible assets

Goodwill impairment

Exchange rate differences on cash and cash equivalents

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Interest with related party, net

(Gains) losses on equity and debt investments, net

Changes in operating assets and liabilities:

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Decrease (increase) in other long term assets

Increase (decrease) in long-term liabilities

Increase (decrease) in other long term liabilities

Net cash provided by operating activities

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Issuance of loan to related party

Purchases of debt and equity investments

Maturities and sales of debt and equity investments

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Business combination deferred consideration payment

Net transfers from Parent

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Non-cash purchase of property and equipment

Non-cash share based compensation recharge

Dividend Note with related party

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Mobileye combines the operations of its consolidated subsidiaries, which include the Mobileye Group, as defined below.

Mobileye operates as a subsidiary of Intel Corporation (“Intel” or the “Parent”), which acquired a majority stake in Mobileye in August 2017 (the “Mobileye Acquisition”).

The remaining issued and outstanding shares of Mobileye were acquired by Intel in 2018.

Before the completion of the Mobileye IPO and the reorganization (both as defined below) in October 2022, the Company consisted of the “Mobileye Group”, which combined the operations of Cyclops Holdings LLC (“Cyclops”), Mobileye B.V.

Before the completion of the Mobileye IPO and the reorganization in October 2022, the Company consisted of the “Mobileye Group”, which combined the operations of Cyclops Holdings Corporation (“Cyclops”), Mobileye B.V.

and its subsidiaries, GG Acquisition Ltd.

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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.

In January 2022, Intel incorporated a new legal entity, Mobileye Global Inc., with the intent to contribute the Mobileye Group to Mobileye Global Inc.

and to have Mobileye Global Inc.

offer newly issued shares of common stock of Mobileye Global Inc.

in an initial public offering.

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.

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.

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.

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.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mobileye operates as a subsidiary of Intel Corporation (“Intel” or the “Parent”), which acquired a majority stake in Mobileye in August 2017 (the “Mobileye Acquisition”).

The remaining issued and outstanding shares of Mobileye were acquired by Intel in 2018.

Intel directly or indirectly holds all of the Class B common stock of Mobileye, which as of December 28, 2024, represents approximately 87.7 % of our outstanding common stock and 98.6 % of the voting power of our common stock.

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

Secondary Offering

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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.

Upon the completion of the Secondary Offering, Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye.

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.

In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Israel, to which Israel has responded, including through increased air and ground operations in Lebanon.

In addition, the Houthi movement has attacked international shipping lanes in the Red Sea.

Further, on April 13, 2024 and on October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel has responded.

How long and how severe the current conflict in Gaza, Northern Israel, Lebanon or the broader region becomes is unknown at this time and any continued clash among Israel, Hamas or Hezbollah, Iran 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 materially affected, although as of January 31, 2025 approximately 3.7 % of our employees have been called to reserve duty in the Israel Defense Forces.

We expect that the current conflict in the Gaza Strip, Lebanon and the security escalation in Israel will not have a material impact on our business results in the short term.

However, since this is an event beyond our control, its continuation or cessation may impact our expectations.

We continue to monitor political and military developments closely and examine the consequences for our business, results of operations and financial condition.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other events during the current reporting period

On March 18, 2024, the Company announced the winding down of the Aftermarket Solutions Unit that provides retrofitted advanced driver assistance technology.

This decision was made following a thorough review of this unit’s business prospects and investment needs showing that since automakers and other vehicle manufacturers have steadily increased the rate at which integrated ADAS solutions are installed on new vehicles, the demand and future addressable market for retrofitted ADAS solutions has declined.

As a result, this division has seen its revenues decline meaningfully, and in recent years has not positively contributed to Mobileye’s profitability.

The plan for winding down of the Aftermarket Solutions Unit resulted in a reduction in workforce of approximately 100 employees worldwide.

The termination costs are in the amount of approximately $ 4 million, which was recognized as an expense in the year ended December 28, 2024.

On September 9, 2024, the Company announced the winding down of the Lidar R&D Unit by the end of 2024 and the cessation of internal development of next-generation frequency modulated continuous wave (FMCW) lidars for use in autonomous and highly automated driving systems.

The decision was based on a variety of factors, including substantial progress on the Company’s EyeQ ™ 6-based computer vision perception, increased clarity on the performance of the Company’s internally developed imaging radar, and continued better-than-expected cost reductions in third-party time-of-flight lidar units.

The plan for winding down of the Lidar R&D Unit includes a reduction in workforce of approximately 90 employees worldwide.

The affected employees are entitled to additional termination costs in the amount of approximately $ 4.6 million which was recognized as an R&D expense in the year ended December 28, 2024.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

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The Company operates on a 52-week or 53-week fiscal year that ends on the last Saturday in December.

Fiscal years 2024 and 2023 were a 52-week fiscal years.

Fiscal year 2022 was a 53-week fiscal year.

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

Prior to the Mobileye IPO

The financial statements and accompanying notes that include periods ending or as of dates prior to the completion of the Mobileye IPO have been derived from the consolidated financial statements and accounting records of Intel and are presented as if the Company had been operating as a stand-alone company.

The financial statements and accompanying notes that include periods ending or as of dates prior to the completion of the Mobileye IPO in October 2022, have been derived from the consolidated financial statements and accounting records of Intel and are presented as if the Company had been operating as a stand-alone company.

The assets, liabilities, revenue, and expenses directly attributable to the Company’s operations, including the acquired goodwill and intangible assets, have been reflected in these consolidated financial statements on a historical cost basis, as included in the consolidated financial statements of Intel.

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The most significant estimates and assumptions relate to useful lives of intangible assets, impairment assessment of intangible assets and goodwill, and income taxes.

A change in estimates, including a change in the overall market value of the Company, could require reassessments of the items noted above.

Functional currency

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dollar is the functional and reporting currency of the Company and its subsidiaries.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accordingly, transactions in currencies other than the U.S.

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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

Debt Investments

Marketable debt securities consist of highly liquid U.S.

government bonds with maturities of up to six months when purchased.

These debt investments are classified as Available For Sale investments and measured at fair value with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss).

We consider all highly liquid debt investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents.

Debt investments with original maturities of greater than three months and less than one year, are classified within other current assets.

Available for sale debt investments are subject to a periodic impairment review.

For investments in an unrealized loss position, we determine whether a credit loss exists.

We recognize an allowance for credit losses, up to the amount of the unrealized loss when appropriate, and write down the amortized cost basis of the investment if it is more likely than not we will be required or we intend to sell the investment before recovery of its amortized cost basis.

Equity Investments

Equity investments consist of investments in marketable and non-marketable equity securities.

Investments in marketable equity securities are measured and recorded at fair value with changes in fair value, whether realized or unrealized, recorded in the statement of operations.

Equity investments are classified within other current assets.

Investments in non-marketable equity securities without a readily determinable fair value, are measured using the measurement alternative under ASC Topic 321, Investments - Equity Securities.

This measurement alternative allows us to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Cash, cash equivalents and restricted cash

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Restricted cash (within other current and other long-term assets)

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair value measurement

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The fair value hierarchy gives the lowest priority to Level 3 inputs.

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.

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 if applicable considers credit risk in its assessment of 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.

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Interest income related to money market funds for the years ended December 28, 2024, and December 30, 2023 amounted to $ 47 million and $ 46 million, respectively.

The Company’s investment in U.S.

government bonds is measured at fair value within Level 1 of the fair value hierarchy because they consist of U.S.

government bonds for which quoted prices are available in an active market.

The Company’s marketable equity investments are measured at fair value within Level 1 of the fair value hierarchy because they consist of investments in marketable equity securities for which quoted prices are available in an active market.

The Company’s derivative instruments designated as hedging instruments, are measured at fair value within Level 2 of the fair value hierarchy.

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

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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Property and equipment are depreciated on a straight-line basis over their estimated useful lives.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated useful lives per asset type are as follows:

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

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting.

The Company includes the results of operations of the businesses that we acquire in the consolidated financial statements beginning on the date of acquisition.

The Company allocates the purchase price paid for assets acquired and liabilities assumed in connection with the Company’s acquisitions based on their estimated fair values at the time of acquisition.

This allocation involves a number of assumptions, estimates, and judgments in determining the fair value of the following:

● intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, and growth rates, as well as the estimated useful life of intangible assets;

● deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date;

property and equipment;

pre-existing liabilities or legal claims;

deferred revenue;

and contingent consideration, each as may be applicable;

● goodwill measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

The Company’s assumptions and estimates are based on comparable market data and information obtained from the Company’s management and the management of the acquired companies.

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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An impairment loss is recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value.

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

The Company’s quantitative impairment test may consider both the income approach and the market approach to estimate a reporting unit’s fair value.

Significant estimates for the income approach include growth rates, estimated costs, and discount rates based on a reporting unit’s weighted average cost of capital.

Significant estimates for the income approach include financial projections, terminal growth rate, and discount rate based on a reporting unit’s weighted average cost of capital.

The estimated fair value using a market approach is based on a number of assumptions, including current market capitalization as corroboration of fair value.

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Changes in these estimates could change the conclusion regarding an impairment of goodwill.

A non-cash goodwill impairment loss of $ 2,695 million ($ 2,613 million, net of tax), was recognized for the Mobileye reporting unit in the third quarter of 2024, for further detail see Note 10 of the Notes to Consolidated Financial Statements.

Intangible assets, net

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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.

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

Impairment of long-lived assets

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

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Research and development, net

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

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.

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Derivatives and hedging

Intel’s hedging program

Beginning in 2021, as part of Intel’s corporate hedging program, Intel is hedging forecasted cash flows denominated in Israeli Shekel (“ILS”) related to the Company.

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Intel combines all of its ILS exposures, and as part of Intel’s hedging program enters into hedging contracts to hedge Intel’s combined ILS exposure.

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.

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

As the hedged transactions and cash flows related to the outstanding instruments were 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 affected 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:

As of December 30, 2023, there were 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).

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mobileye’s hedging program

During the fourth quarter of 2024 the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting from ILS payroll expenses.

The Company hedges portions of its forecasted payroll payments denominated in ILS for a period of up to 12 months, using forward contracts that are designated as cash flow hedges, as defined by ASC 815.

These derivative instruments are measured at fair value within Level 2 of the fair value hierarchy.

Derivative instruments are recorded as other current assets or other current liabilities, according to the timing of the cash flows.

For these derivative instruments, designated as a cash flow hedge, gains and losses are reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the hedged transaction and in the same period or periods during which the hedged transaction affects the statement of operations.

As of December 28, 2024, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income to earnings during the next twelve months.

The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction, within cash flows from operating activities.

The notional amount and fair value of outstanding derivatives at the end of each period were:

dollars in millions

Notional amount of derivatives

Fair value of derivatives receivable from (payable to) Intel

Notional amount of foreign currency contracts

Fair value of foreign currency contracts

The change in accumulated other comprehensive income (loss) relating to gains (losses) on derivatives used for hedging was as follows:

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Other comprehensive income (loss), net

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

* Amounts of gains (losses) reclassified from other comprehensive income into profit or loss are recorded in cost of revenue and operating expenses.

Revenue recognition

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Any shipping and handling costs related to the fulfillment of sales are included in cost of revenue.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sales of the Company’s products regularly include warranties which provides the customer with assurance that the products delivered will perform in accordance with agreed-upon specifications.

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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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The Company adjusts these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years presented in the consolidated financial statements, certain components of the Company’s business operations were included in the consolidated US domestic income tax return filed by the Company’s Parent.

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The Company provides warranties for its products, which vary with respect to each contract and in accordance with the nature of each specific product.

The warranty terms vary from one to three years, with the vast majority of the Company’s products being subject to a warranty period of three years.

The warranty terms vary from one to three years, with the majority of the Company’s products being subject to a warranty period of one year.

The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time revenue is recognized.

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Provision for warranties as of December 28, 2024 and December 30, 2023, 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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The Company accounts for leases in accordance with ASC 842, Leases, which requires lessees to recognize leases on the consolidated balance sheets and disclose key information about leasing arrangements.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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Lease expenses for the operating leases are recognized on a straight-line basis over the lease term and are included in operating expenses in the consolidated statements of operations and comprehensive income (loss).

Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised.

Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised by the Company.

The Company elected to apply the short-term lease exemption for lease with a non-cancelable period of twelve months or less.

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The non-lease components are accounted for separately and not included in the leased assets and corresponding liabilities.

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.

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

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.

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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.

Refer to Note 7 Earnings (Loss) per Share as well as Note 6 Equity, 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

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, money market funds, U.S.

government bonds, derivative financial instruments, and also trade accounts receivable.

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

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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 money market funds consist of institutional investors money market funds and are readily redeemable to cash and the U.S.

government bonds are also highly liquid.

Derivative financial instruments are forward contracts entered into with major banks in Israel to hedge the Company’s foreign exchange rate risk.

Accordingly, management believes that these bank deposits, money market funds, U.S.

government bonds and derivative financial instruments have minimal credit risk.

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.

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Trade accounts receivable are typically due from customers within 30 to 60 days .

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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.

As of December 28, 2024 and December 30, 2023, the credit loss allowance for 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.

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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 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 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.

Dependence on a single supplier or limited suppliers risk

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

For certain materials, equipment, and services, we, and/or our suppliers and vendors, rely on a single or a limited number of direct and indirect suppliers and vendors.

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

See below regarding a shortage in EyeQ ™ 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.

Supply chain risk

During the fiscal years 2021 and 2022, the semiconductor industry experienced widespread shortages of substrates and other components and available foundry manufacturing capacity.

During 2021 and 2022, STMicroelectronics, our sole supplier of EyeQ ™ SoCs, was not able to meet our demand for EyeQ ™ SoCs, causing a significant reduction in the Company’s inventory levels.

Starting in late 2022 and early 2023, such supply disruptions, raw material shortages and manufacturing limitations abated and during 2023, we successfully increased levels of EyeQ ™ 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 ™ SoCs or ECUs (including for Mobileye SuperVision ™ .

, Mobileye Chauffeur ™ , and Mobileye Drive ™ ) on hand.

As a result, we are substantially reliant on timely shipments of EyeQ ™ SoCs from STMicroelectronics and ECUs from Quanta Computer (or other suppliers) to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.

Since our EyeQ ™ SoC is the core of our ADAS and autonomous driving solutions, continued, acute shortages in the supply of sufficient EyeQ ™ SoCs to meet our production needs would impair our ability to meet our customers’ requirements in a timely manner, and would affect our business, results of operations, and financial condition potentially in an adverse manner.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

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

Accounting pronouncements adopted in the period

In November 2023, the FASB issued ASU 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.

This ASU did not have a material impact on the Company’s consolidated financial statements.

Accounting Pronouncements effective in future periods

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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.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):

Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions.

The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development).

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

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

NOTE 3 OTHER FINANCIAL STATEMENT DETAILS

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Leasehold improvements

Construction in process

Total property and equipment, gross

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Depreciation expenses totaled $ 62 million, $ 39 million, and $ 23 million for the years ended December 28, 2024, December 30, 2023, and December 31, 2022, 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.

During 2024 and 2023, the Company derecognized the cost and accumulated depreciation of fully depreciated assets in the amount of $ 30 million and $ 23 million, respectively.

Substantially all of the Company’s property and equipment were located in Israel as of December 28, 2024 and December 30, 2023.

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As a result, the Company does not recognize any liability for severance pay due to these employees under Section 14 and the related deposits are not recorded as assets on the consolidated balance sheets.

Other long-term employee benefits

Intel has a defined benefit plan for an adaptation grant for certain Intel aligned employees.

The adaptation grant includes a salary for three months and may be paid to those employees upon retirement.

The benefits under the adaptation grant are calculated based on years of service and pensionable earnings.

The vested benefit obligation for a defined benefit plan is the actuarial present value of the vested benefits to which the employee is currently entitled based on the employee’s expected date of separation or retirement.

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 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

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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 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 a rate.

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

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

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

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

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The Company does not have any finance leases.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The balances for the operating leases, which are presented on the consolidated balance sheets in other long-term assets, other current liabilities and long-term liabilities, were as follows:

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Supplemental information related to operating leases was as follows:

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in millions

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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 (the new Jerusalem Campus).

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 now hosts the Company’s headquarters (the new Jerusalem Campus).

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

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This operating lease right of use asset, net of amortization, was $ 11 million and $ 12 million as of December 28, 2024 and December 30, 2023, 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

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Intel continues to directly, or indirectly, hold all of the Class B common stock of Mobileye, which represents approximately 87.7 % of our outstanding common stock and 98.6 % of the voting power of our common stock as of December 28, 2024.

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

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.

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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 .

The RSUs granted during 2024, 2023 and 2022 also include 0.5 million, 0.4 million and 2.1 million RSUs granted to the Company’s Chief Executive Officer, in a total value of $ 14 million, $ 14 million and $ 44 million, respectively, which will vest over a service period of up to five years .

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

The RSU activity for the years ended December 28, 2024, 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

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Outstanding as of December 30, 2023

Outstanding as of December 28, 2024

As of December 28, 2024, the unrecognized compensation cost related to all unvested RSUs granted under the Company’s 2022 Plan, was $ 405 million, which is expected to be recognized as expense over a weighted-average period of 2.07 years.

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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.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Outstanding and exercisable options for Intel’s common stock under Intel’s 2006 Plan as of December 28, 2024 were as follows:

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exercise price

$ 22.4 - 24.3

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The option activity for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 for options granted to Company’s employees for Intel’s common stock was as follows:

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(2) The remaining options expected to vest as of December 28, 2024 were 3 thousand options with an average weighted exercise price of $ 21.6 .

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The RSU activity for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 for RSUs granted to Company’s employees for Intel’s common stock was as follows:

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As of December 28, 2024, the unrecognized compensation cost related to stock options and RSUs granted under the Intel 2006 Plan was $ 7 million, which will be recognized over a weighted average period of 0.47 years.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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.

For the years ended December 28, 2024, December 30, 2023 and December 31, 2022, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 18.1 million, 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:

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Basic and diluted

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 INCOME TAXES

Loss before income taxes included in the consolidated statements of operations and comprehensive income (loss)

Income (Loss) before income taxes included in the consolidated statements of operations and comprehensive income (loss)

dollars in millions

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Benefit (provision) for income taxes for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 was comprised of the following:

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in millions

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Withholding taxes, net of credit

Goodwill impairment*

Effective tax rate

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

* The US tax impacts of the goodwill impairment is reflected in the U.S.

branch taxation of foreign operations line item while the goodwill impairment line item reflects the Israeli tax impact.

In the fiscal years ended 2024, 2023 and 2022, certain Israeli operations are taxable in the U.S.

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

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and locally in Israel.

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 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.

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

Such deferred tax liability was reduced in 2024 due to goodwill impairment recorded for the Mobileye reporting unit, resulting in a tax benefit recorded in 2024.

The decrease in the effective tax rate for the year ended December 28, 2024, as compared to the year ended December 30, 2023, is mainly due to the deferred tax effects of goodwill impairment to the Mobileye reporting unit, as well as loss before income taxes compared to profit before income taxes in prior year, 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.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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Net deferred tax liabilities

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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Valuation allowance at end of year

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Realization of deferred tax assets is based on the Company’s judgment and various factors including reversal of deferred tax liabilities, the ability to generate future taxable income in jurisdictions where such assets have arisen, and potential tax planning strategies.

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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.

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and Israeli tax examinations for years prior to 2021 and 2020, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 RELATED PARTY TRANSACTIONS

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The arrangements were as follows:

Loan arrangements

The Company entered into a series of bilateral lending/borrowing arrangements with Intel.

The purposes of the facilities are to enable bilateral cash movements between the parties.

The arrangements are denominated in U.S dollars.

In 2017, Intel along with the Company, entered into a bilateral lending/borrowing arrangement (“Arrangement 1”) to make available to either party up to an aggregate principal amount of $ 1.5 billion.

Arrangement 1 has a mechanism of automatic renewal for additional periods of one year .

In 2021, Arrangement 1 was amended to increase the capacity from $ 1.5 billion to $ 1.8 billion, and was automatically renewed to December 2022.

On October 25, 2022, Arrangement 1 was terminated.

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.

Arrangement 2 has a mechanism for automatic renewal for additional periods of one year each.

In March 2022, Arrangement 2 was amended to increase the aggregate principal amount from $ 750 million to $ 1.0 billion and the maturity date was extended to March 2023.

In March 2023, Arrangement 2 was terminated.

In March 2022, due to reference rate reform, Arrangement 1 and Arrangement 2 were amended to change the interest rate from LIBOR based to SOFR based.

The modification was accounted for as if it is not substantial in accordance with the expedient for ASC 470 and an updated effective interest rate was calculated to reflect the change in terms.

There was no gain or loss recognized for the year ended December 31, 2022.

In 2021, the Company and Intel entered into a bilateral lending/borrowing arrangement (“Arrangement 3” and together with Arrangement 1 and Arrangement 2, the “Bilateral Loan Arrangements”) to make cash available to either party up to an aggregate principal amount of $ 100 million.

Arrangement 3 has a maturity date of July 2022 with a mechanism of automatic renewal for additional periods of one year .

In March 2022, Arrangement 3 was amended to increase the aggregate principal amount available to draw from $ 100 million to $ 500 million.

The interest rate is based on an applicable margin of 0.0 % with an option for Intel to elect to increase or decrease the applicable margin on or after the first day of the 2022 fiscal year.

If the election to increase the applicable margin is applied, the spread adjustment would be reflective of the difference between three-month LIBOR and the term Secured Overnight Financing Rate (“SOFR”).

On October 25, 2022, Arrangement 3 was terminated.

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 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.

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

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 $ 0 million, $ 100 million and $ 118 million for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, 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

Intel centrally hedges its exposure to changes in foreign exchange rates.

At the beginning of 2021, the Company entered into a hedging services agreement with Intel, pursuant to which the Company is entitled to a certain allocation of the gains and obligated to a certain allocation of the losses arising from the execution of the hedging contracts.

In October 2022, we de-designated our outstanding hedge instruments and will no longer participate in the hedging services agreement with Intel.

At the beginning of 2021, the Company entered into a hedging services agreement with Intel, pursuant to which the Company was entitled to a certain allocation of the gains and obligated to a certain allocation of the losses arising from the execution of the hedging contracts.

In October 2022, we de-designated our outstanding hedge instruments and ceased participation in the hedging services agreement with Intel.

As of October 25, 2022, the Company is no longer a party to this agreement.

For further information, see Note 2, Significant Accounting Policies related to Derivatives and hedging.

Development services

Intel entered into agreements with the Company to provide certain development services, including research, technical work on technology, products and solutions, construction and ancillary administrative services.

The Company paid for these services on a quarterly basis.

These 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.

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.

Lease agreements

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Other services to a related party

The Company reimbursed its Chief Executive Officer for reasonable travel related expenses incurred while conducting business on behalf of the Company.

For the years ended December 30, 2023, December 31, 2022, and December 25, 2021, travel related reimbursements were $ 1.7 million, $ 1.0 million and $ 1.1 million, respectively.

The Company reimbursed its Chief Executive Officer for reasonable travel related expenses incurred while conducting business on behalf of the Company as well as paid for certain security related costs.

For the years ended December 28, 2024, December 30, 2023, and December 31, 2022, travel related reimbursements and security related costs were $ 2.0 million, $ 1.8 million and $ 1.1 million, respectively.

Reorganization and the Mobileye IPO

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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.

The initial term of the Administrative Services Agreement expires two years from the completion of the Mobileye IPO and extends 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 years ended December 30, 2023 and December 31, 2022 were $ 4 million and $ 3 million, respectively.

The costs incurred under this agreement for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 were $ 3 million, $ 4 million and $ 3 million, respectively.

MOBILEYE GLOBAL INC.

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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.

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.

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

Pursuant to the Technology and Services Agreement, the Company and Intel will agree to statements of work with additional terms for Technology Projects.

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 years ended December 30, 2023 and December 31, 2022 were $ 5 million and $ 0.4 million, respectively.

The Technology and Services Agreement has a term of two years, and automatically renews 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 years ended December 28, 2024, December 30, 2023 and December 31, 2022 were $ 4 million, $ 5 million and $ 0.4 , 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 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.

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.

The LiDAR Product Collaboration Agreement has a term of ten years subject to automatic 24-month renewal periods unless notice of non-renewal is given.

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.

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.

The LiDAR Product Collaboration Agreement provided the terms that applied 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 would have applied between Intel and Mobileye until the end of 2027 whereby Mobileye would have borne its own Lidar sensor system development costs up to the first $ 40 million per year and Intel would have borne up to $ 20 million per year of Mobileye’s Lidar sensor system development costs that were greater than $ 40 million per year.

The LiDAR Product Collaboration Agreement further provided that Intel would 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 price for the components Intel would have manufactured for the Company would have been based on a cost-plus model.

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

On September 9, 2024, Mobileye announced the cessation of further internal development of FMCW lidar and the wind down of the Lidar R&D Unit.

In connection with Mobileye’s decision, Mobileye and Intel terminated the LiDAR Product Collaboration Agreement as of October 2, 2024.

There were no amounts received or receivable from Intel under this agreement for the years ended December 28, 2024 and December 30, 2023.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Tax Sharing Agreement

2 unchanged sentences

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

On August 14, 2024, Mobileye and Intel entered into an Amended and Restated Tax Sharing Agreement, which incorporated certain clarifying amendments into the original Tax Sharing Agreement.

As of December 28, 2024 and December 30, 2023, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $ 3 million and $ 37 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.

The decrease was due to finalizing 2023 amounts upon filing of the US consolidated tax return with Intel.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intel sublicense

In June 2024, Intel and its affiliates, including Mobileye, were granted a sublicense to certain patents relating to network-on-chip and other technologies (the “Sublicense”).

In connection with Mobileye’s use of the Sublicense, Intel and Mobileye agreed that Mobileye would pay to Intel $ 0.3 million as Mobileye’s allocation of the consideration paid by Intel for the Sublicense.

NOTE 10 GOODWILL

1 unchanged sentence

dollars in millions

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.

December 30, 2023

December 28, 2024

During the third quarter of 2024, the Company performed an interim quantitative goodwill impairment analysis for the “Mobileye” reporting unit, due to a recent decline (from August) in the price of the Company’s Class A common stock, and corresponding market capitalization, as well as macroeconomic and industry factors.

The quantitative assessment was performed by measuring the reporting unit’s fair value (which substantially constitutes the entire value of the Company) using the income approach, based on the expected present value of estimated future cash flows.

The fair value measurement is categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs such as financial projections, terminal growth rate, and discount rate.

The results of the impairment analysis indicated that the carrying value of the Mobileye reporting unit was in excess of its fair value.

Therefore, the Company has recorded a non-cash impairment loss of $ 2,695 million ($ 2,613 million, net of tax), under “goodwill impairment” in the Consolidated Statements of Operations.

During the fourth quarter of 2024, we completed our annual impairment assessment.

Based on the assessment, the fair value of the “Mobileye” reporting unit exceeds its book value.

We also performed a detailed quantitative analysis for the “Other” reporting unit which showed that no impairment was required.

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 no t record any impairment of goodwill in 2023 and 2022.

NOTE 11 IDENTIFIED INTANGIBLE ASSETS

5 unchanged sentences

Amortization expenses recorded for developed technology and customer relationships and brands were recorded in cost of revenue and sales and marketing, respectively, in the consolidated statements of operations and comprehensive income (loss) for each year presented.

During the third quarter of 2024, we performed an impairment assessment of intangible assets and concluded that the sum of the expected future undiscounted cash flows expected to be generated by the intangible assets is substantially above their carrying amount and therefore no impairment was identified.

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

20 unchanged sentences

Operating segments do not record inter-segment revenue.

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.

Mobileye is presented as a reportable operating segment and Moovit, which is a mobility-as-a-service company, is presented within “Other” as per ASC 280, Segment Reporting.

Segment performance is the operating income (loss) reported excluding the amortization of acquisition-related intangible assets and impairment of goodwill.

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 measure of assets has not been disclosed for each segment as it is not regularly provided to the CODM.

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

1 unchanged sentence

Year ended December 28, 2024

segments profit

dollars in millions

3 unchanged sentences

General and administrative

Goodwill impairment

Segment performance

Interest income (expense) with related party, net

Other financial income (expense), net

5 unchanged sentences

Year ended December 30, 2023

segments profit

dollars in millions

3 unchanged sentences

General and administrative

Goodwill impairment

Segment performance

5 unchanged sentences

Year ended December 31, 2022

segments profit

dollars in millions

3 unchanged sentences

General and administrative

Goodwill impairment

Segment performance

9 unchanged sentences

Rest of World

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

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

EyeQ ™ SoC sales represented approximately 86 %, 89 %, and 89 % of our revenue for each of the years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.

Major Customers

1 unchanged sentence

Percent of total revenues

*Less than 10%

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

Percent of total accounts receivables balance

NOTE 13 INVESTMENTS

Debt Investments

Debt investments include U.S.

government bonds and money market funds.

government bonds are for original maturities of up to six months and are classified as available for sale and measured at fair value with the related unrealized gains and losses included in other comprehensive income (expense), net.

Money market funds, measured at fair value, consist of institutional investors money market funds and are readily redeemable to cash.

The following tables summarize the Company’s marketable debt securities:

dollars in millions

December 28, 2024

Amortized cost

Unrealized gain

Unrealized loss

Cash and cash equivalents

Other current assets

government bonds

Money market funds

dollars in millions

December 30, 2023

Amortized cost

Unrealized gain

Unrealized loss

Cash and cash equivalents

Other current assets

Money market funds

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Equity Investments

Marketable equity securities

During the second quarter of 2024, we purchased marketable equity investments in the amount of $ 10 million,which were classified within other current assets and measured at fair value.

During the fourth quarter of 2024, we sold all of the marketable equity investments.

Realized gains recorded in other financial income (expense), net for the year ended December 28, 2024 amounted to $ 3 million.

Non-marketable equity securities

In 2024, the Company entered into a series of investment agreements with a privately held company, pursuant to which the Company agreed to purchase up to $ 25 million of Preferred Stock.

In October 2024, the Company purchased $ 10 million of Preferred Stock in the privately held company.

The Company’s obligation to purchase additional Preferred Stock at subsequent closings is subject to the terms of the applicable Preferred Stock investment agreements.

The investment does not provide the Company the ability to control or have significant influence over the operations of the privately held company.

We have accounted for the investment using the measurement alternative because the securities are not publicly traded and do not have a readily determinable fair value.

Under the measurement alternative, the equity investment is initially recorded at its cost, but the carrying value may be adjusted through earnings upon an impairment or when there is an observable price change involving the same or a similar investment with the same issuer.

As of December 28, 2024, we recorded $ 10 million for our investment as other long-term assets.

There was no impairment or other change to the value of the investment as of December 28, 2024.

NOTE 14 CONTINGENCIES

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

Following the consolidation of the action with a substantively identical case, Le v.

Mobileye Global Inc., et al., 1:24-CV-01390 (S.D.N.Y.), and the appointment of a lead plaintiff, an amended complaint was filed on September 13, 2024.

In response to the defendants’ motion to dismiss, filed on October 25, 2024, lead plaintiff filed a second amended complaint on November 22, 2024.

The second amended complaint asserts 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, and 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 August 8, 2024.

The second amended complaint also includes claims asserted by an additional plaintiff under Sections 11 and 15 of the Securities Act of 1933 on behalf of putative purchasers of Mobileye Class A common stock offered in Mobileye’s June 5, 2023 secondary public offering.

Mobileye and the individual defendants filed a motion to dismiss the second amended complaint on December 20, 2024.

We intend to defend the matter vigorously.

No provision was recorded in the financial statements as of December 28, 2024.

Derivative Action

On April 12, 2024, a derivative lawsuit was filed against the members of the Mobileye Board of Directors and Intel Corporation, in its capacity as Mobileye’s controlling shareholder.

Mobileye was also named as a nominal defendant.

The complaint principally asserts claims for breach of fiduciary duty and unjust enrichment based on alleged failures to take steps to prevent the Company from making allegedly false and misleading statements concerning the build-up of excess inventory by certain Tier 1 Mobileye customers.

The complaint also asserts a claim for violation of Section 14(a) of the Securities Exchange Act of 1934 based on alleged misstatements and omissions in Mobileye’s 2023 proxy statement.

The complaint seeks unspecified damages and other relief.

Since May 24, 2024, the derivative action has been stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On June 27, 2024, an additional derivative lawsuit was filed in the United States District Court for the Southern District of New York against certain members of the Mobileye Board of Directors, certain of Mobileye’s current and former officers, and Intel Corporation, in its capacity as Mobileye’s controlling shareholder.

Mobileye was also named as a nominal defendant.

On July 9, 2024, this derivative action was consolidated with the derivative action originally filed on April 12, 2024 and the consolidated derivative action was stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action.

We intend to defend the derivative claims vigorously.

No provision for the consolidated derivative action was recorded in the financial statements as of December 28, 2024.

NOTE 15 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.

In January 2025, the Company’s Chief Executive Officer approved, pursuant to the authority delegated by the compensation committee, the issuance of restricted stock units to be issued under our 2022 Equity Incentive Plan.

The total aggregate fair value of RSUs granted was $ 7.5 million, which constituted 476 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