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What changed in Mobileye Global Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Mobileye Global Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+558 added−543 removedSource: 10-K (2025-02-13) vs 10-K (2024-02-23)

Top changes in Mobileye Global Inc.'s 2024 10-K

558 paragraphs added · 543 removed · 413 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

147 edited+59 added−62 removed106 unchanged
Biggest changeWe believe that this will allow us to eliminate the need for multiple high-cost lidars around the vehicle and require only a single front-facing lidar, thereby significantly lowering the overall cost of the required sensors compared to other solutions that use lidar-centric or lidar-only systems. 9 Table of Contents Our Solutions We are building a robust portfolio of end-to-end ADAS and autonomous driving solutions to provide the capabilities needed for the future of autonomous driving, leveraging a comprehensive suite of purpose-built software and hardware technologies.
Biggest changeOur Solutions We have utilized the technology pillars detailed above to build a robust portfolio of end-to-end ADAS and autonomous driving solutions that provide the capabilities needed for the future of autonomous driving, leveraging a comprehensive suite of purpose-built software and hardware technologies.
The favorable view of Chauffeur eyes-off technology by automakers is based on two key factors: 1) Chauffeur adds “buying your time back” as an additional value proposition on top of the safety and convenience benefits of SuperVision™; 2) The sharing of tech building blocks between SuperVision™ and Chauffeur™ creates a scalable bridge from one to the other, significantly lowering the investment needs and raising the probability of success for a consumer AV product.
The favorable view of Chauffeur eyes-off technology by automakers is based on two key factors: 1) Chauffeur adds “buying your time back” as an additional value proposition on top of the safety and convenience benefits of SuperVision ™ ; and 2) the sharing of tech building blocks between SuperVision ™ and Chauffeur creates a scalable bridge from one to the other, significantly lowering the investment needs and raising the probability of success for a consumer AV product.
Our EyeQ TM architecture is highly scalable, powers our solutions, ranging from our base ADAS to highly advanced autonomous driving solutions, and is designed to support the increasingly computationally intensive demands of ADAS and autonomous driving solutions on the same architecture. ● Industry leading computer vision capabilities - ADAS solutions are responsible for saving lives and must meet very high-performance metrics with extreme levels of efficiency, and pass increasing oversight from regulatory bodies - “good enough” is simply not acceptable.
Our EyeQ ™ architecture is highly scalable, powers our solutions, ranging from our base ADAS to highly advanced autonomous driving solutions, and is designed to support the increasingly computationally intensive demands of ADAS and autonomous driving solutions on the same architecture. ● Industry leading computer vision capabilities - ADAS solutions are responsible for saving lives and must meet very high-performance metrics with extreme levels of efficiency, and pass increasing oversight from regulatory bodies - “good enough” is simply not acceptable.
We plan to continue to build and enhance our full-stack technology platform in order to offer an affordable, time-saving and much safer driving experience, which we believe will propel the mass-market adoption of autonomous driving solutions. ● Utilize our flexible platform to expand our collaboration with our OEM customers - We have designed our EyeQ™5 SoCs and subsequent generations to be increasingly customizable by our OEM customers, supported by DXP and EyeQ Kit™.
We plan to continue to build and enhance our full-stack technology platform in order to offer an affordable, time-saving and much safer driving experience, which we believe will propel the mass-market adoption of autonomous driving solutions. ● Utilize our flexible platform to expand our collaboration with our OEM customers - We have designed our EyeQ ™ 5 SoCs and subsequent generations to be increasingly customizable by our OEM customers, supported by DXP.
In 2020, he was awarded the prestigious Michael Bruno Award for his research and his contribution to computer science and engineering. Mr. Shalev-Shwartz earned his Ph.D. from the Hebrew University of Jerusalem. Nimrod Nehushtan has been serving as our Executive Vice President of Business Development & Strategy and Co-Manager of REM TM since 2023. Prior to his current position, Mr.
In 2020, he was awarded the prestigious Michael Bruno Award for his research and his contribution to computer science and engineering. Mr. Shalev-Shwartz earned his Ph.D. from the Hebrew University of Jerusalem. Nimrod Nehushtan has been serving as our Executive Vice President of Business Development & Strategy and Co-Manager of REM since 2023. Prior to his current position, Mr.
We also believe that the breadth of our solutions, combined with our global customer base, represents a significant market opportunity for us. Our platform is modular by design, enabling our customers to productize our most advanced solutions today and then leverage those investments to launch even more advanced systems in a modular and incremental manner.
We also believe that the breadth of our solutions, combined with our global customer base, represents a significant market opportunity for us. Our platform is efficient and modular by design, enabling our customers to productize our most advanced solutions today and then leverage those investments to launch even more advanced systems in a modular and incremental manner.
Our EyeQ TM SoCs are purpose-built for sensing and perception technologies and optimized for high throughput and power efficiency. We intend to continue to accelerate our technology leadership with a focus on silicon, packaging, and systems level needs to deliver cost-efficient processing at the edge.
Our EyeQ ™ SoCs are purpose-built for sensing and perception technologies and optimized for high throughput and power efficiency. We intend to continue to accelerate our technology leadership with a focus on silicon, packaging, and systems level needs to deliver cost-efficient processing at the edge.
Our data-collection processes implement strict methodologies to comply with data protection and privacy laws, including the EU General Data Protection Regulation (the “GDPR”), the UK General Data Protection Regulation, and U.S. federal and state law, including the California Consumer Privacy Act of 2018 (the “CCPA”), as amended by the California Privacy Rights Act of 2020 (the “CPRA”).
Our data-collection processes implement strict methodologies to comply with data protection and privacy laws, including the EU General Data Protection Regulation (the “GDPR”), the UK General Data Protection Regulation, and U.S. federal and state laws, including the California Consumer Privacy Act of 2018 (the “CCPA”), as amended by the California Privacy Rights Act of 2020 (the “CPRA”).
We expect to deploy our Mobileye Drive™ eyes-off/hands-off self-driving system inside purpose-built vehicle platforms that are engineered to integrate our technology stack. Announced supply-side vehicle development partners are Volkswagen Commercial Vehicles, Schaeffler, and Holon.
We expect to deploy our Mobileye Drive ™ eyes-off/hands-off self-driving system inside purpose-built vehicle platforms that are engineered to integrate our technology stack. Announced supply-side vehicle development partners are Volkswagen Commercial Vehicles, Schaeffler, Verne and Holon.
Based on our existing customer base and the export classifications for our existing chip products, we do not believe that these new U.S. export controls will have a material impact on our sales of these products to our existing customers in China.
Based on our existing customer base and the export classifications for our existing chip products, we do not believe that these U.S. export controls will have a material impact on our sales of these products to our existing customers in China.
Nehushtan served as Senior Vice President of Business Development & Strategy and Co-Manager of REM TM . Prior to that, Mr. Nehushtan served as Co-General Manager of the REM™ division of Mobileye, overseeing product development and leading business operations and growth. Mr. Nehushtan joined Mobileye in 2017 as a Project Manager. Prior to joining Mobileye, Mr.
Nehushtan served as Senior Vice President of Business Development & Strategy and Co-Manager of REM. Prior to that, Mr. Nehushtan served as Co-General Manager of the REM ™ division of Mobileye, overseeing product development and leading business operations and growth. Mr. Nehushtan joined Mobileye in 2017 as a Project Manager. Prior to joining Mobileye, Mr.
Key provisions of the Master Transaction Agreement include: we will provide Intel with certain registration rights to register our common stock, because the shares of our common stock held by Intel after the Mobileye IPO are “restricted securities” as defined in Rule 144 under the Securities Act; we will cooperate with Intel, at its request, to accomplish a distribution by Intel of our common stock to Intel stockholders which is intended to qualify as a distribution under Section 355 of the Code, or any corresponding provision of any successor statute, and we have agreed to promptly take any and all actions reasonably necessary or desirable to effect any such distribution, in which Intel will determine, in its sole and absolute discretion, whether to proceed with all or part of the distribution, the date of the distribution and the form, structure and all other terms of any transaction to effect the distribution; so long as Intel beneficially owns at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ TM SoCs, for internal use, but not for resale on a standalone or bundled basis; we and Intel agree to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party; we have granted Intel a continuing right to purchase from us shares of Class A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership interest of our common stock representing at least 80.1% of our common stock outstanding; we and Intel have cross-indemnities that generally place the financial responsibility on us and our subsidiaries for all liabilities associated with the current and historical Mobileye business and operations, and generally will place on Intel the financial responsibility for liabilities associated with all of Intel’s other current and historical businesses and operations, in each case regardless of the time those liabilities arise, and certain other indemnities; the Master Transaction Agreement contains a general release for liabilities arising from events occurring on or before the time of the Mobileye IPO; for so long as Intel provides us with accounting and financial services under the Administrative Services Agreement that we entered into with Intel, and to the extent necessary for the purpose of preparing financial statements or completing a financial statement audit, we will provide Intel as much prior notice as reasonably practical of any change in the independent certified public accountants to be used by us or our subsidiaries for providing an opinion on our consolidated financial statements; until the later of Intel ceasing to be a “controlling person” of us as defined in the Securities Act and such date that Intel ceases to provide us with legal, financial, or accounting services under the Administrative Services Agreement, we will comply with all Intel rules, policies, and directives identified by Intel as critical to legal and regulatory compliance, to the extent such rules, policies, and directives have been previously communicated to us, and will not adopt legal or regulatory policies or directives inconsistent with the policies identified by Intel as critical to legal and regulatory compliance; for a period of two years following the closing of the Mobileye IPO, we and Intel will not, directly or indirectly, solicit active employees of the other without prior consent by the other, provided we both have agreed to give such consent if either party believes, in good faith, that consent is necessary to avoid the resignation of an employee from one party that the other party would wish to employ; all outstanding options to purchase shares of Intel and all other Intel equity awards held by Mobileye Group employees at the time of the Mobileye IPO will continue to be outstanding until the earliest of (i) the date the award is exchanged pursuant to any issuer exchange offer undertaken by us and Intel, (ii) the date the award is exercised or expires under the terms of the applicable award agreement, and (iii) the date such award is canceled as a result of a Mobileye Group employee being terminated or, if later, the end of any post-termination exercise period specified in the award agreement or by the applicable equity plans’ administrative committees; immediately after completion of the Mobileye IPO (and after giving effect to the repayment of indebtedness by us to Intel and other transactions that occurred substantially concurrently with the Mobileye IPO), Intel agreed to ensure that we had $1.0 billion in cash, cash equivalents, or marketable securities; and Intel will use commercially reasonable efforts to provide three months’ advance notice to our board of directors in the event that Intel intends to pursue a transaction (even if no such transaction is imminent or probable at such time) which is reasonably expected to cause Intel’s ownership in us to fall below 50% of our total issued and outstanding shares of common stock. 28 Table of Contents In connection with the Mobileye IPO, we entered into a LiDAR Product Collaboration Agreement with Intel and a Technology and Services Agreement with Intel pursuant to which Intel granted us a limited license to sensitive core technology relating to lidar and radar, respectively.
The provisions related to our cooperation with Intel in connection with future litigation will survive seven years after the termination of the agreement, and certain other provisions including those related to indemnification by us and Intel will survive indefinitely. 29 Table of Contents Key provisions of the Master Transaction Agreement include: we will provide Intel with certain registration rights to register our common stock, because the shares of our common stock held by Intel after the Mobileye IPO are “restricted securities” as defined in Rule 144 under the Securities Act; we will cooperate with Intel, at its request, to accomplish a distribution by Intel of our common stock to Intel stockholders which is intended to qualify as a distribution under Section 355 of the Code, or any corresponding provision of any successor statute, and we have agreed to promptly take any and all actions reasonably necessary or desirable to effect any such distribution, in which Intel will determine, in its sole and absolute discretion, whether to proceed with all or part of the distribution, the date of the distribution and the form, structure and all other terms of any transaction to effect the distribution; so long as Intel beneficially owns at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ ™ SoCs, for internal use, but not for resale on a standalone or bundled basis; we and Intel agree to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party; we have granted Intel a continuing right to purchase from us shares of Class A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership interest of our common stock representing at least 80.1% of our common stock outstanding; we and Intel have cross-indemnities that generally place the financial responsibility on us and our subsidiaries for all liabilities associated with the current and historical Mobileye business and operations, and generally will place on Intel the financial responsibility for liabilities associated with all of Intel’s other current and historical businesses and operations, in each case regardless of the time those liabilities arise, and certain other indemnities; the Master Transaction Agreement contains a general release for liabilities arising from events occurring on or before the time of the Mobileye IPO; for so long as Intel provides us with accounting and financial services under the Administrative Services Agreement that we entered into with Intel, and to the extent necessary for the purpose of preparing financial statements or completing a financial statement audit, we will provide Intel as much prior notice as reasonably practical of any change in the independent certified public accountants to be used by us or our subsidiaries for providing an opinion on our consolidated financial statements; until the later of Intel ceasing to be a “controlling person” of us as defined in the Securities Act and such date that Intel ceases to provide us with legal, financial, or accounting services under the Administrative Services Agreement, we will comply with all Intel rules, policies, and directives identified by Intel as critical to legal and regulatory compliance, to the extent such rules, policies, and directives have been previously communicated to us, and will not adopt legal or regulatory policies or directives inconsistent with the policies identified by Intel as critical to legal and regulatory compliance; for a period of two years following the closing of the Mobileye IPO, we and Intel will not, directly or indirectly, solicit active employees of the other without prior consent by the other, provided we both have agreed to give such consent if either party believes, in good faith, that consent is necessary to avoid the resignation of an employee from one party that the other party would wish to employ; all outstanding options to purchase shares of Intel and all other Intel equity awards held by Mobileye Group employees at the time of the Mobileye IPO will continue to be outstanding until the earliest of (i) the date the award is exchanged pursuant to any issuer exchange offer undertaken by us and Intel, (ii) the date the award is exercised or expires under the terms of the applicable award agreement, and (iii) the date such award is canceled as a result of a Mobileye Group employee being terminated or, if later, the end of any post-termination exercise period specified in the award agreement or by the applicable equity plans’ administrative committees; immediately after completion of the Mobileye IPO (and after giving effect to the repayment of indebtedness by us to Intel and other transactions that occurred substantially concurrently with the Mobileye IPO), Intel agreed to ensure that we had $1.0 billion in cash, cash equivalents, or marketable securities; and Intel will use commercially reasonable efforts to provide three months’ advance notice to our board of directors in the event that Intel intends to pursue a transaction (even if no such transaction is imminent or probable at such time) which is reasonably expected to cause Intel’s ownership in us to fall below 50% of our total issued and outstanding shares of common stock. 30 Table of Contents In connection with the Mobileye IPO, we entered into a LiDAR Product Collaboration Agreement with Intel and a Technology and Services Agreement with Intel pursuant to which Intel granted us a limited license to sensitive core technology relating to lidar and radar, respectively.
We have enhanced our computer vision capabilities over time to include multiple cameras such as the trifocal camera configuration (three cameras with different fields of view placed side-by-side facing forward), which has been in series production since 2018, and the 11-camera configuration on our Mobileye SuperVision™ solution, which was launched in late 2021. 16 Table of Contents ● We offer solutions for developing and deploying differentiated features on top of EyeQ™ SoC - Our platform is modular by design, enabling our customers to productize our most advanced solutions today and then leverage those investments to launch even more advanced systems in a modular and incremental manner.
We have enhanced our computer vision capabilities over time to include multiple cameras such as the trifocal camera configuration (three cameras with different fields of view placed side-by-side facing forward), which has been in series production since 2018, and the 11-camera configuration on our Mobileye SuperVision ™ solution, which was launched in late 2021. ● We offer solutions for developing and deploying differentiated features on top of EyeQ ™ SoC - Our platform is modular by design, enabling our customers to productize our most advanced solutions today and then leverage those investments to launch even more advanced systems in a modular and incremental manner.
Moreover, our scalable architecture provides our OEM partners with operational efficiencies as modular technology platform architecture minimizes the OEMs’ integration and validation burden as our solutions can be seamlessly deployed across multiple vehicle segments. ● Road Experience Management™ creates a powerful network effect and long-term competitive advantage - Our REM™ system is a crucial ingredient that we believe allows for: (1) defining a new category of cloud-enhanced ADAS that we call Cloud-Enhanced Driver Assist, where information in Mobileye Roadbook™ enhances existing ADAS functions such as lane keeping assist and lane-centering and allows for new functions such as the analysis of behavior patterns in intersections and near traffic signs and lights; (2) evolving ADAS to an eyes-on/hands-off point-to-point assisted driving navigation; and (3) the scale deployment of AV.
Moreover, our scalable architecture provides our OEM partners with operational efficiencies as modular technology platform architecture minimizes the OEMs’ integration and validation burden as our solutions can be seamlessly deployed across multiple vehicle segments. 19 Table of Contents ● Road Experience Management ™ creates a powerful network effect and long-term competitive advantage - Our REM ™ system is a crucial ingredient that we believe allows for: (1) defining a new category of cloud-enhanced ADAS that we call Cloud-Enhanced ADAS ™ , where information in Mobileye Roadbook ™ enhances existing ADAS functions such as lane keeping assist and lane-centering and allows for new functions such as the analysis of behavior patterns in intersections and near traffic signs and lights; (2) evolving ADAS to an eyes-on/hands-off point-to-point assisted driving navigation system; and (3) the scale deployment of AV.
This approach enables a middle ground between traditional black box ( i.e. , “closed”) and software development kit (SDK) ( i.e. , “open”) strategies, satisfying automakers’ desire to control and differentiate the overall driving experience—including how the vehicle responds to traffic signals, other vehicles on the road, take-way or give-way choices, and more.
This approach enables a middle ground between traditional black box ( i.e. , “closed”) and software development kit (SDK) ( i.e. , “open) strategies, satisfying automakers’ desire to control and differentiate the overall driving experience—including how the vehicle responds to traffic signals, other vehicles on the road, take-way or give-way choices, and more.
By using Mobileye SuperVision™ eyes-on/hands-off “full ODD” system as a basis for Mobileye Chauffeur™, we allow for an incremental and modular transition from one ODD to the next. This can be done by adding more active sensors for redundancy and more compute power to the already validated and road-tested Mobileye SuperVision™.
By using Mobileye SuperVision ™ eyes-on/hands-off system as a basis for Mobileye Chauffeur ™ , we allow for an incremental and modular eyes-off transition from one ODD to the next. This can be done by adding more active sensors for redundancy and more compute power to the already validated and road-tested Mobileye SuperVision ™ .
Finally, the autonomous driving solution needs to be produced at a cost that makes it affordable. We are building our technology platform to address these fundamental and significant challenges in order to enable a full spectrum of solutions, from ADAS to autonomous driving, with several incremental steps in between.
Further, the autonomous driving solution needs to be produced at a cost that makes it affordable. We are building our technology platform to address these fundamental and significant challenges in order to enable a full spectrum of solutions, from ADAS to autonomous driving, with several incremental steps in between.
We believe the introduction of our premium ADAS capabilities with our launched Mobileye SuperVision™ solution, which can be scaled to a variety of Mobileye Chauffeur™ Consumer AV solutions, and our eyes-off/hands-off capabilities with Mobileye Drive™ will help us continue to provide our customers with innovative solutions and enable further growth for us.
We believe the introduction of our Premium ADAS capabilities with our launched Mobileye SuperVision ™ solution, which can be scaled to a variety of Mobileye Chauffeur ™ consumer AV solutions, and our eyes-off/hands-off/no driver capabilities with Mobileye Drive ™ will help us continue to provide our customers with innovative solutions and enable further growth for us.
Our Cloud-Enhanced Driver Assist solution is capable of utilizing our EyeQ TM SoCs and entry level camera technologies to deliver feature enhancements over time. Our Cloud-Enhanced Premium ADAS features range in complexity from all road-type lane keeping assist and lane centering, to Cross-Junction Assist, to Traffic Jam Assist.
Our Cloud-Enhanced ADAS ™ solution is capable of utilizing our EyeQ ™ SoCs and entry level camera technologies to deliver feature enhancements over time. Our premium Cloud-Enhanced ADAS ™ features range in complexity from all road-type lane keeping assist and lane centering, to Cross-Junction Assist, to Traffic Jam Assist.
The 11 third-party cameras (seven long range cameras and four short-range surround vision cameras) provide full surround coverage and consist of 120-degree and 28-degree cameras in the front, four 100-degree corner cameras (two front-facing and two rear-facing), a 60-degree rear camera and four wide-view 192-degree short-range cameras mounted on the side mirrors and front and rear bumpers.
The 11 third-party cameras (seven long range cameras and four short-range surround vision cameras) provide full surround coverage and consist of 120-degree and 28-degree cameras in the front, four 100-degree corner cameras (two front-facing and two rear-facing), a 60-degree rear camera and four wide-view 195-degree short-range cameras mounted on the side mirrors and front and rear bumpers.
We believe that our ability to use this data to create, maintain, and improve our high-precision AV maps through our REM™ mapping system will enable us to further improve our ADAS offerings and position us well for autonomous driving. ● Establish our Eyes-Off/Hands-Off autonomous and AMaaS solutions - We believe that Mobileye Chauffeur™ and Mobileye Drive™ will unlock new use cases and end-consumers for our OEM and fleet-owner customers, which will be applicable for both the AMaaS and consumer AV markets.
We believe that our ability to use this data to create, maintain, and improve our Compound AI systems and high-precision REM ™ maps through our REM ™ mapping system will enable us to further improve our ADAS offerings and position us well for autonomous driving. ● Establish our Eyes-Off/Hands-Off autonomous and AMaaS solutions - We believe that Mobileye Chauffeur ™ and Mobileye Drive ™ will unlock new use cases and end-consumers for our OEM and fleet-owner customers, which will be applicable for both the AMaaS and consumer AV markets.
In the future, we plan to create revenue streams from our OTA capabilities and AV maps through solution upgrades. ● Further enhance and drive adoption of our Premium Driver Assist solutions - Our Mobileye SuperVision™ solution represents a comprehensive eyes-on/hands-off ADAS solution.
In the future, we plan to create revenue streams from our OTA capabilities and REM ™ maps through solution upgrades. ● Further enhance and drive adoption of our Premium Driver Assist solutions - Our Mobileye SuperVision ™ solution represents a comprehensive eyes-on/hands-off ADAS solution.
References to “Moovit” refer to GG Acquisition Ltd., Moovit App Global Ltd. and their consolidated subsidiaries. We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal years 2023 and 2021 were 52-week fiscal years; fiscal year 2022 was a 53-week fiscal year.
References to “Moovit” refer to GG Acquisition Ltd., Moovit App Global Ltd. and their consolidated subsidiaries. We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal years 2024 and 2023 were 52-week fiscal years; fiscal year 2022 was a 53-week fiscal year.
We and our vehicle development partners will then market these vehicles and systems through business-to-business channels into a range of transportation network operators, with announced demand-side customers including Sixt, Deutsche Bahn, Beep, Holo/Ruter, and others.
We and our vehicle development partners will then market these vehicles and systems through business-to-business channels into a range of transportation network operators, with announced demand-side customers including Deutsche Bahn, Beep, Holo / Ruter, Lyft and others.
DXP enables automakers to develop and customize the driving experience while utiliziing Mobileye’s proven core technology perception and driving software - allowing our customers to create unique products from our technology while accelerating time-to-market and reducing overall execution risk.
DXP enables automakers to develop and customize the driving experience while utilizing Mobileye’s proven core technology perception and driving software - allowing our customers to create unique products from our technology while accelerating time-to-market and reducing overall execution risk.
We believe that our comprehensive stack of solutions and proven success at scale will enable us to further solidify our industry leadership. ● Capitalize on Cloud-Enhanced Driver Assist features - We have pioneered a cloud-enhanced ADAS solution, which offers customers using advanced EyeQ TM versions (EyeQ TM 4 and above) a significant value through our REM™ technology.
We believe that our comprehensive stack of solutions and proven success at scale will enable us to further solidify our industry leadership. ● Capitalize on Cloud-Enhanced ADAS ™ features - We have pioneered a cloud-enhanced ADAS solution, which offers customers using advanced EyeQ ™ versions (EyeQ ™ 4 and above) a significant value through our REM ™ technology.
These collaborative additions to our platform offer a mutually beneficial middle ground between open and closed systems, which will allow OEMs to innovate on top of our platform, augmenting and differentiating their offerings, while benefiting from our cutting-edge, verified and validated core technologies such as computer vision, true redundancy perception, REM TM mapping and driving policy. ● Capitalize on our active sensor technology - We intend to continue to develop and commercialize next-generation active sensors such as software-defined imaging radars, which leverage our AI capabilities.
This collaborative addition to our platform offer a mutually beneficial middle ground between open and closed systems, which will allow OEMs to innovate on top of our platform, augmenting and differentiating their offerings, while benefiting from our cutting-edge, verified and validated core technologies such as computer vision, true redundancy perception, REM ™ mapping and driving policy. ● Capitalize on our active sensor technology - We intend to continue to develop and commercialize next-generation active sensors such as software-defined imaging radars, which leverage our AI capabilities.
Research and Development We believe our strong research and development is our principal competitive strength and has led to our position in the market. Our research and development activities are predominantly conducted in Israel. We have more than 85% of our full time-equivalent employees engaged in research and development, many of whom have been with the company for significant tenures.
Research and Development We believe our strong research and development is our principal competitive strength and has led to our position in the market. Our research and development activities are predominantly conducted in Israel. We have approximately 85% of our full time-equivalent employees engaged in research and development, many of whom have been with the company for significant tenures.
This data enables us to create robust high definition maps to support solutions across the product spectrum from cloud-enhanced ADAS and Mobileye SuperVision Lite™ to Mobileye SuperVision™ to Mobileye Drive™ and Mobileye Chauffeur™.
This data enables us to create robust high definition maps to support solutions across the product spectrum from Cloud-Enhanced ADAS ™ and Mobileye Surround ADAS ™ to Mobileye SuperVision ™ to Mobileye Chauffeur ™ and Mobileye Drive ™ .
See “Item 1A. Risk Factors — Risks Related to our Relationship with Intel and our Dual Class Structure”. 27 Table of Contents We and Intel continue to interact as strategic partners, collaborating on projects to pursue the growth of computing and advanced technology in the automotive sector.
See “Item 1A. Risk Factors — Risks Related to our Relationship with Intel and our Dual Class Structure”. We and Intel continue to interact as strategic partners, collaborating on projects to pursue the growth of computing and advanced technology in the automotive sector.
Nehushtan was an engineer at Israel Aerospace Industries. Mr. Nehushtan earned his B.Sc. in mechanical engineering from Tel Aviv University. ​ 30 Table of Contents
Nehushtan was an engineer at Israel Aerospace Industries. Mr. Nehushtan earned his B.Sc. in mechanical engineering from Tel Aviv University. ​ 32 Table of Contents
Such cameras are expected to consist of two long-range cameras in the front and rear, while leveraging data from four short-range surround vision cameras that are already equipped on many production vehicles today for parking visualization purposes.
Such cameras generally consist of two long-range cameras in the front and rear, while leveraging data from four short-range surround vision cameras that are already equipped on many production vehicles today for parking visualization purposes.
If we are not able to continue to use or license sensitive core technology related to lidar and radar from Intel, we may not be able to secure alternatives in a timely manner or at all, and our ability to remain competitive would be harmed and that could adversely affect our business, results of operations and financial condition.
If we are not able to continue to use or license sensitive core technology related to radar from Intel, we may not be able to secure alternatives in a timely manner or at all, and our ability to remain competitive would be harmed and that could adversely affect our business, results of operations and financial condition. See “Item 1A.
In parallel, we have created a rich dataset of roads driven from over three million REM™-enabled vehicles worldwide that we estimate covers over 90% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of all other road types.
In parallel, we have created a rich dataset of roads driven from over 3 million REM ™ -enabled vehicles worldwide that we estimate covers over 95% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of all other road types.
Our AV maps are a critical component that supports our SuperVision TM product’s ability to operate across a wide ODD and, therefore, the modular process of expanding this technology to eyes-off/hands-off Chauffeur TM products for a defined ODD.
Our REM ™ maps are a critical component that supports our SuperVision ™ product’s ability to operate across a wide ODD and, therefore, the modular process of expanding this technology to eyes-off/hands-off Chauffeur products for a defined ODD.
We have not experienced any work stoppages and we consider our relations with our employees to be good. 26 Table of Contents Intellectual Property Our ability to compete effectively depends in part on our ability to develop and maintain the proprietary aspects of our technology.
We have not experienced any work stoppages and we consider our relations with our employees to be good. Intellectual Property Our ability to compete effectively depends in part on our ability to develop and maintain the proprietary aspects of our technology.
Further, our AV maps support our ability to deploy our AMaaS technology in new cities and geographies quickly. 17 Table of Contents ● Data and technology advantage - Developing effective ADAS technology is technologically complex, and requires the development of large validation datasets in order to train the required software algorithms effectively, a long-term commitment to validation and qualification with an OEM before series production can even begin, and significant financial resources.
Further, our REM ™ maps support our ability to deploy our AMaaS technology in new cities and geographies quickly. ● Data and technology advantage - Developing effective ADAS technology is technologically complex, and requires the development of large validation datasets in order to train the required software algorithms effectively, a long-term commitment to validation and qualification with an OEM before series production can even begin, and significant financial resources.
All of our EyeQ TM integrated circuits are manufactured by or outsourced to a partner foundry by STMicroelectronics. We have also established a relationship with Quanta Computer and other suppliers to develop and assemble our ECUs including our reference design for our Mobileye SuperVision™ solution, which includes our EyeQ TM 5 SoCs from STMicroelectronics.
All of our EyeQ ™ integrated circuits are manufactured by or outsourced to a partner foundry by STMicroelectronics. 23 Table of Contents We have also established a relationship with Quanta Computer and other suppliers to develop and assemble our ECUs including our reference design for our Mobileye SuperVision ™ solution, which includes our EyeQ ™ 5 SoCs from STMicroelectronics.
In the future, our indirect competitors could become direct competitors. 24 Table of Contents In the autonomous driving market, including AMaaS and consumer AV, we face competition from technology companies, internal development teams from the automakers themselves, sometimes in combination with investments in early-stage autonomous vehicle technology companies, Tier 1 automotive companies, as well as robotaxi providers.
In the future, our indirect competitors could become direct competitors. In the autonomous driving market, including AMaaS and consumer AV, we face competition from technology companies, internal development teams from the automakers themselves, sometimes in combination with investments in early-stage autonomous vehicle technology companies, Tier 1 automotive companies, as well as robotaxi providers.
In India, Mahindra & Mahindra, one of the country’s largest automakers, has launched the first vehicle made locally to offer ADAS capabilities, which is powered by our EyeQ TM SoC. Its accessible price point compared to imported alternatives expands the ADAS reach to a broader range of consumers in one of the most populous countries in the world.
Mahindra & Mahindra, one of India’s largest automakers, has launched the first vehicle made locally to offer ADAS capabilities, which is powered by our EyeQ ™ SoC. Its accessible price point compared to imported alternatives expands the ADAS reach to a broader range of consumers in one of the most populous countries in the world.
EyeQ TM 6 High be built to address the needs of eyes-on/hands-off and eyes-off/hands-off solutions in a scalable way.
EyeQ ™ 6 High will be built to address the needs of eyes-on/hands-off and eyes-off/hands-off solutions in a scalable way.
This will allow continued technological development and public trust and familiarity to grow and pave the way toward full autonomy. Our ADAS solutions, which have been deployed in approximately 170 million vehicles, are important building blocks for these more advanced autonomous systems.
This will allow continued technological development and public trust and familiarity to grow and pave the way toward full autonomy. Our ADAS solutions, which have been deployed in over 200 million vehicles, are important building blocks for these more advanced autonomous systems.
While laws and regulations are specific to human drivers, there are challenges to balance safety and practicality of an AV in a manner that is acceptable to society. We believe it will be easier to develop laws and regulations governing a fleet of robotaxis than privately owned vehicles.
Regulation is an often-overlooked factor. While laws and regulations are specific to human drivers, there are challenges to balance safety and practicality of an AV in a manner that is acceptable to society. We believe it will be easier to develop laws and regulations governing a fleet of robotaxis than privately owned vehicles.
We believe that both Mobileye Chauffeur™ and Mobileye Drive™ have sustainable competitive advantages as a result of the cost efficiency, scalability, and regulatory validation of our technology platform: ● Cost Efficiency - cost-efficient, low-energy, purpose-built central compute processors; imaging radars targeted to reduce the need for multiple lidar units and require only a single front-facing lidar; ● Geographic Scalability - REM™-based AV maps that eliminate the need for dedicated high-definition mapping efforts; RSS-based driving policy designed for global deployment by not relying on driving culture or local rules; sensing technologies built on a foundation of a massive data training set from over 40 countries; and 12 Table of Contents ● Regulatory Validation - True Redundancy™, with independent, separate perception subsystems that increases robustness and ease of validation, RSS used by international bodies that are currently developing standards with respect to the safety of AV. ● Self-Driving System & Vehicles.
We believe that both Mobileye Chauffeur ™ and Mobileye Drive ™ have sustainable competitive advantages as a result of the cost efficiency, scalability, and regulatory validation of our technology platform: ● Cost Efficiency - cost-efficient, low-energy, purpose-built central compute processors; imaging radars targeted to reduce the need for multiple lidar units; 16 Table of Contents ● Geographic Scalability - REM ™ -based maps that eliminate the need for dedicated high-definition mapping efforts; RSS-based driving policy designed for global deployment by not relying on driving culture or local rules; sensing technologies built on a foundation of a massive data training set from over 40 countries; and ● Regulatory Validation - True Redundancy ™ , with multiple independent, separate perception subsystems feeding our Compound AI architecture that increases robustness and ease of validation, and RSS used by international bodies that are currently developing standards with respect to the safety of AV. ● Self-Driving System & Vehicles.
As a society, we balance safety and practicality by determining what the “reasonable risk” we are willing to take is, and this is the type of question regulators will be required to address when licensing AV to navigate our roads. ● Geographic Scale - Geographic scale refers to the challenge of creating high-definition maps with great detail and accuracy, and keeping those maps continuously updated, which is crucial for series production AVs.
As a society, we balance safety and practicality by determining what the “reasonable risk” we are willing to take is, and this is the type of question regulators will be required to address when licensing autonomous vehicles to navigate our roads. ● Geographic Scale - Geographic scale refers to the challenge of creating high-definition maps with great detail and accuracy through our REM ™ technology, and keeping those maps continuously updated, which is crucial for series production AVs.
We will continue to grow the depth and breadth of our AV maps in order to deliver leading ADAS capabilities.
We will continue to grow the depth and breadth of our REM ™ maps in order to deliver leading ADAS capabilities.
As a result, we will not own most new lidar and radar intellectual property, even if developed solely by us.
As a result, we will not own most new radar intellectual property, even if developed solely by us.
Our Adjusted Net Income for 2023, 2022 and 2021 was $659 million, $605 million and $474 million, respectively. Adjusted Net Income is a non-GAAP financial measure; see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for a reconciliation of Adjusted Net Income to Net Income (Loss).
Our Adjusted Net Income for 2024, 2023 and 2022 was $205 million, $659 million and $605 million, respectively. Adjusted Net Income is a non-GAAP financial measure; see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for a reconciliation of Adjusted Net Income to Net Income (Loss).
The mapping is powered by REM™ to create a 360-degree environmental model (subject to the availability of map data) and RSS constrains the driving decisions to be compliant with an underlying formally proven model for safe driving decisions.
The mapping is powered by REM ™ , and integrated with computer vision perception, to create a 360-degree environmental model (subject to the availability of map data) and RSS constrains the driving decisions to be compliant with an underlying formally proven model for safe driving decisions.
Our Premium Driver Assist offerings are expected to be available with DXP and EyeQ TM Kit support, which will enable OEM customers to deploy their own internally-developed software on our EyeQ TM SoCs while benefiting from our industry-leading technology platform. 19 Table of Contents ● Innovate and commercialize our next-generation autonomous driving solutions - Propelled by our next generation EyeQ™ SoC, our surround computer vision Mobileye SuperVision™ solution, productization of software-defined imaging radars and our True Redundancy™ architecture, we believe that we will be positioned to deliver an autonomous driving solution that can enable the mass adoption of AV.
Our Premium Driver Assist offerings are expected to be available with DXP, which will enable OEM customers to deploy their own internally-developed software on our EyeQ ™ SoCs while benefiting from our industry-leading technology platform. 21 Table of Contents ● Innovate and commercialize our next-generation autonomous driving solutions - Propelled by our next generation EyeQ ™ SoC, our surround computer vision Mobileye SuperVision ™ solution, productization of software-defined imaging radars and our Compound AI system architecture including True Redundancy ™ , we believe that we will be positioned to deliver an autonomous driving solution that can enable the mass adoption of AV.
In other words, an OEM that adopts and validates SuperVision™ is taking a significant step towards Consumer AV as SuperVision™ serves as a validated baseline which can be leveraged to add eyes-off functionality under an increasing set of operating conditions in a modular way.
In other words, an OEM that adopts and validates SuperVision ™ is taking a significant step towards consumer AV as SuperVision ™ serves as a validated baseline, including a common primary ECU board, which can be leveraged to add eyes-off functionality under an increasing set of operating conditions in a modular way.
In addition, our tightly coupled software and hardware solutions, which are based on highly advanced, road-tested, sensing and perception technologies from decades of leadership in computer vision and powered by our mission critical software and purpose-built EyeQ TM family of SoCs are extremely hard to replicate.
In addition, our tightly coupled software and hardware solutions, which are based on highly advanced, road-tested, sensing and perception technologies from decades of leadership in artificial intelligence (“AI”), including computer vision, and powered by our mission critical software and purpose-built EyeQ ™ family of SoCs are extremely hard to replicate.
The principle of efficiency permeates the overall solution design, including our True Redundancy™ approach, with separate subsystems to increase robustness and simplify validation efforts, and RSS, which separates the perception system’s validation from the driving policy system, and allows for a compute-efficient driving policy.
The principle of efficiency permeates the overall solution design, including our Compound AI system architecture, which includes our True Redundancy ™ approach, with multiple separate subsystems to increase robustness and simplify validation efforts, and RSS, which separates the perception system’s validation from the driving policy system, and allows for a compute-efficient driving policy.
We believe enhancing our sensing and perception technology leadership will further strengthen our competitive position and allow us to offer additional differentiated and cost-effective solutions to our customers. ● Accelerate our roadmap of next generation proprietary EyeQ TM SoCs - We believe that we have created the standard for processors focused on computer vision.
We believe enhancing our sensing and perception technology leadership will further strengthen our competitive position and allow us to offer additional differentiated and cost-effective solutions to our customers. ● Accelerate our roadmap of next generation proprietary EyeQ ™ SoCs - We believe that we have created the standard for processors focused on Compound AI systems that control perception, including computer vision.
Both of these are critical contributors to achieving efficient solutions. ● Scalable EyeQ TM SoC design addresses the entire spectrum of ADAS and autonomous driving - Our proprietary accelerator cores are optimized for a wide variety of computer vision, signal processing, and machine learning tasks, including deep neural networks.
Each of these are critical contributors to achieving efficient solutions. 18 Table of Contents ● Scalable EyeQ ™ SoC design addresses the entire spectrum of ADAS and autonomous driving - Our proprietary accelerator cores are optimized for a wide variety of computer vision, signal processing, and machine learning tasks, including deep neural networks.
We also expect to continue to invest in our ecosystem partnerships with OEMs and transportation network companies in order to foster close collaboration and further commercialize our autonomous technologies. 20 Table of Contents ● Benefit from opportunities in large emerging markets - We intend to continue to invest in customer relationships in China and India, among other emerging markets, to accelerate ADAS and autonomous driving adoption.
We also expect to continue to invest in our ecosystem partnerships with OEMs and transportation network companies in order to foster close collaboration and further commercialize our autonomous technologies. 22 Table of Contents ● Benefit from opportunities in large emerging markets - We intend to continue to invest in customer relationships in emerging markets to accelerate ADAS and autonomous driving adoption, particularly in India.
Certain Relationships and Related Transactions, and Director Independence” which is incorporated herein by reference from our definitive proxy statement for the 2024 Annual Meeting of the Stockholders (the “2024 Proxy Statement”), which we expect to file with the SEC within 120 days after the end of our fiscal year ended December 30, 2023.
Certain Relationships and Related Transactions, and Director Independence” which is incorporated herein by reference from our definitive proxy statement for the 2025 Annual Meeting of the Stockholders (the “2025 Proxy Statement”), which we expect to file with the SEC within 120 days after the end of our fiscal year ended December 28, 2024.
Our REM™ mapping system seamlessly creates high-precision AV maps from such Road Segment Data in the cloud at centimeter detail, which are then delivered to the edge to provide vehicles with real-time intelligence, including situational awareness, context, and foresight.
Our REM ™ mapping system seamlessly creates high-precision maps from such Road Segment Data in the cloud at centimeter-level detail, which are then delivered to the edge and integrated with our computer vision engines to provide vehicles with real-time intelligence, including situational awareness, context, and foresight.
Any references to our performance for the years 2023, 2022 and 2021 are references to our fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021, respectively, and all references to our financial condition as of the end of 2023 and 2022 are references to the end of such fiscal years.
Any references to our performance for the years 2024, 2023 and 2022 are references to our fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively, and all references to our financial condition as of the end of 2024 and 2023 are references to the end of such fiscal years.
In 2023, we estimate that the data we have accumulated covers over 90% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of other road types.
As of December 28, 2024, we estimate that the data we have accumulated covers over 95% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of other road types.
AMaaS vehicles can be confined to geofenced areas, which allows AVs to reach prominence through the robotaxi industry before expanding the operational driving domain to outside of those areas.
AMaaS vehicles can be confined to geofenced areas, which allows AVs to reach prominence through the robotaxi industry before expanding the ODD to outside of those areas.
We expect to add additional cities to our AMaaS offerings to showcase our industry-leading technology and to help accelerate the pace of AV adoption.
We expect, in collaboration with our customers, to add additional cities to our AMaaS offerings to showcase our industry-leading technology and to help accelerate the pace of AV adoption.
Other countries have enacted or are considering enacting similar cross-border data transfer rules or data localization requirements. Additionally, U.S. state governments have enacted new data protection and privacy laws and regulations since 2018, including California, Colorado, Connecticut, Utah and Virginia.
Other countries have enacted or are considering enacting similar cross-border data transfer rules or data localization requirements. 25 Table of Contents Additionally, U.S. state governments have enacted new data protection and privacy laws and regulations since 2018, including California, Colorado, Connecticut, Delaware, Iowa, Texas, Utah and Virginia.
Our RSS-based driving policy is designed for global deployment, as it does not need to be tailored to specific driving cultures. ● Purpose-built imaging-radar unlocks consumer AV at scale - We are developing software-defined imaging-radar with cutting-edge dynamic range and resolution.
Our RSS-based driving policy is designed for global deployment, as it does not need to be tailored to specific driving cultures. 20 Table of Contents ● Purpose-built imaging-radar unlocks consumer AV at scale - We have developed software-defined imaging-radar with cutting-edge dynamic range and resolution.
The adjustments to reconcile Net Income (Loss) with Adjusted Net Income are related to amortization of intangible assets, stock-based compensation expenses and expenses related to the initial public offering of Mobileye in October 2022 (the “Mobileye IPO”).
The adjustments to reconcile Net Income (Loss) with Adjusted Net Income are related to amortization of intangible assets, stock-based compensation expenses, impairment of goodwill, expenses related to the initial public offering of Mobileye in October 2022 (the “Mobileye IPO”) and related income tax effects where applicable.
Our systems are also highly customizable, which allows our customers to benefit from our cutting-edge, verified, and validated core technologies such as computer vision, true redundancy perception, REM™ mapping and driving policy, while enabling our customers to augment and differentiate their offerings.
Our systems are also highly customizable, which allows our customers to benefit from our cutting-edge, verified, and validated core technologies such as computer vision, radar, and lidar processing, Compound AI system architecture (including True Redundancy ™ ), REM ™ mapping, and driving policy, while enabling our customers to augment and differentiate their offerings.
The principal competitive factors impacting the market for our solutions include: ● completeness of our technology platform including SoCs, sensing and perception technologies, sensor fusion architecture, high-precision mapping system, and supporting software and algorithms; ● ability to design and develop ADAS and autonomous driving solutions that meet our customers’ needs; ● automotive quality standards, compliance, and performance in all areas of ADAS and autonomous driving; ● agile software validation and robust product release discipline; ● scalability, and cost efficiency of our solutions; ● engineering capabilities, the ability to innovate and continuously improve our technology; ● pricing; ● design and development support for our customers; ● manufacturing reliability and the ability to make on-time delivery of appropriate quantities of product at a consistent level of quality; ● ability to meet regulatory requirements; ● intellectual property protection; and ● brand and reputation, including the ability to market new offerings.
Moovit’s application also competes with local urban and inter-city ticketing service providers that provide purchase and ticketing of public transit and mobility services on their own platform. 26 Table of Contents The principal competitive factors impacting the market for our solutions include: ● completeness of our technology platform including SoCs, sensing and perception technologies, sensor fusion architecture, high-precision mapping system, and supporting software and algorithms; ● ability to design and develop ADAS and autonomous driving solutions that meet our customers’ needs; ● automotive quality standards, compliance, and performance in all areas of ADAS and autonomous driving; ● agile software validation and robust product release discipline; ● scalability, and cost efficiency of our solutions; ● engineering capabilities, the ability to innovate and continuously improve our technology; ● pricing; ● design and development support for our customers; ● manufacturing reliability and the ability to make on-time delivery of appropriate quantities of product at a consistent level of quality; ● ability to meet regulatory requirements; ● intellectual property protection; and ● brand and reputation, including the ability to market new offerings.
As of December 30, 2023, our solutions had been installed in approximately 800 vehicle models (including local country, year, and other vehicle model variations), and our System-on-Chips (“SoCs”) had been deployed in approximately 170 million vehicles. We are actively working with more than 50 Original Equipment Manufacturers (“OEMs”) worldwide on the implementation of our ADAS solutions.
As of December 28, 2024, our solutions have been installed in approximately 1,200 vehicle models (including local country, year, and other vehicle model variations), and our System-on-Chips (“SoCs”) have been deployed in over 200 million vehicles. We are actively working with more than 50 Original Equipment Manufacturers (“OEMs”) worldwide on the implementation of our ADAS solutions.
Mobileye Chauffeur™ is expected to be capable of eyes-off/hands-off driving with a human driver still in the driver’s seat, in a gradually expanding ODD that can range from a limited ODD ( e.g., highway only) to the much more advanced ODDs that we are pursuing through this solution.
Mobileye Chauffeur ™ is expected to be capable of eyes-off/hands-off driving with a human driver still in the driver’s seat, in a gradually expanding ODD that can range from a limited ODD ( e.g., highway only, up to 130kph), an ODD that we believe covers the majority of most consumers’ driving, to the more advanced ODDs that we are pursuing through this solution in subsequent generations.
Mobileye Roadbook™ was designed to provide the driving solution with a pre-aggregated representation of relevant static and slowly changing elements of the environment (road geometry, boundaries, and semantics) and temporary events such as construction zones and road debris, at a high refresh rate.
Mobileye Roadbook ™ was designed to provide the driving solution with a pre-aggregated representation of relevant static and slowly changing elements of the environment (road geometry, boundaries, and semantics) and temporary events such as construction zones and road debris, at a high refresh rate. 5 Table of Contents ​ ​ ● Compound Artificial Intelligence Systems, including True Redundancy ™ .
We believe we have a unique approach by developing ADAS and autonomous solutions simultaneously, giving us a technical and scale advantage over our competition. Our Employees As of December 30, 2023, we had approximately 3,700 employees operating across eight countries, with approximately 85% of such employees involved in research and development and approximately 3,400 of such employees operating in Israel.
We believe we have a unique approach by developing ADAS and autonomous solutions simultaneously, giving us a technical and scale advantage over our competition. 27 Table of Contents Our Employees As of December 28, 2024, we had approximately 3,900 employees operating across eight countries, with approximately 85% of such employees involved in research and development and approximately 3,600 of such employees operating in Israel.
The Mobileye SuperVision™ configuration of sensors and compute can also be transformed into an effective “360 guardian,” helping the driver avoid accidents, as referenced in our Vision Zero paper published on arXiv.org in 2018.
In addition, our Mobileye SuperVision ™ configuration of sensors and compute can also be transformed into an effective “360 guardian,” helping the driver avoid accidents, as referenced in our Vision Zero publications.
Furthermore, in addition to supervised point-to-point assisted driving, Mobileye SuperVision™ is capable of changing lanes, managing priorities, and turning in intersections as well as engaging in automated parking, preventative steering, and braking, and other Driver Assist features.
Furthermore, in addition to supervised point-to-point assisted driving, Mobileye SuperVision ™ is capable of changing lanes, managing priorities, and turning in intersections as well as engaging in automated parking, preventative ( i.e. , evasive) steering and braking, and other Driver Assist features. This solution is further supported by OTA updates.
Mobileye Drive™, our eyes-off/hands-off solution, will build upon our core autonomous driving technologies found in Mobileye Chauffeur™ (360-degrees of coverage, REM™, True Redundancy™, and RSS) and will deliver the driving functions without the need for any in-vehicle human intervention by adding teleoperability and by minimizing cases where human input would be required.
This eyes-off/hands-off/no driver solution will build upon our core autonomous driving technologies found in Mobileye Chauffeur ™ and will deliver driving functions without the need for any in-vehicle human intervention by adding teleoperability and by minimizing cases where human input would be required.
Our solutions are also highly customizable, which allows our customers to benefit from our cutting-edge, verified, and validated core ADAS capabilities while also augmenting and differentiating their offerings. 3 Table of Contents We have experienced significant growth since our founding.
Our solutions are also highly customizable, which allows our customers to benefit from the core technology supporting our advanced solutions while also augmenting and differentiating their offerings. 3 Table of Contents We have experienced significant growth since our founding.
Our REM™ mapping system harvests small packets of Road Segment Data from millions of vehicles that have been launched by our partner OEMs since 2018 that are equipped with special processing software that extracts only the relevant information that is necessary to support increasing levels of ADAS and autonomous driving.
Our REM ™ mapping system harvests small packets of Road Segment Data from various vehicle models produced by our partner OEMs that are equipped with special processing software that extracts only the relevant information necessary to support increasing levels of ADAS and autonomous driving.
Our policy is to obtain appropriate proprietary rights protection for any potentially significant new technology acquired or developed by us. As of December 30, 2023, we held 334 U.S. patents, 48 European patents, 192 U.S. patent applications, 521 European and other non-U.S. patent applications, and provisional patent filings.
Our policy is to obtain appropriate proprietary rights protection for any potentially significant new technology acquired or developed by us. As of December 28, 2024, we held 382 U.S. patents, 74 European patents, 175 U.S. patent applications, 608 European and other non-U.S. patent applications, and provisional patent filings.
Export control regulations adopted by the United States and other jurisdictions are subject to change and interpretation, and it is possible that future regulatory actions by BIS impacting U.S. exports of integrated circuits and related items to China could have a material impact on our business operations in China. Data Privacy Privacy is fundamental to Mobileye.
Import and Export control regulations adopted by the United States and other jurisdictions are subject to change and interpretation, and it is possible that future regulatory actions by BIS impacting U.S. imports and exports of integrated circuits as well as certain software and hardware components used in our systems and related items could have a material impact on our business operations.
After the initial launch by the Geely Group’s premium electric vehicle brand, ZEEKR, we have successfully executed a series of software updates and also achieved a series of production program awards with other OEMs that increased substantially the number of vehicle models in our future launch pipeline. During 2023, shipments were slightly above 100,000 units.
After the initial launch by the Geely Group’s premium electric vehicle brand, ZEEKR, we have successfully executed a series of software updates and also achieved a series of production program awards with Volkswagen Group that increased substantially the number of vehicle models in our future launch pipeline.
Our Family of Purpose-Built EyeQ™ SoCs Our family of purpose-built EyeQ™ SoCs is fundamental to our leadership position in ADAS. Our EyeQ™ SoCs incorporate a set of proprietary compute-acceleration models, to enhance the accuracy, quality, and functional safety of our perception solutions, while minimizing the power consumption to address the requirements of the automotive market.
Fundamental to our leadership position in ADAS and our ambitions to develop the most cost-efficient, high-performing AV solutions, our EyeQ ™ SoCs incorporate a set of proprietary compute-acceleration models to enhance the accuracy, quality, and functional safety of our perception solutions, while minimizing the power consumption to address the requirements of the automotive market.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the agreement includes limitations on our ability (except after review and approval by Intel) to file a patent application based on or using the radar intellectual property licensed to us under the agreement, or information in Intel’s radar patents during the term of the agreement and for five years after the completion of the development of the last Mobileye sensor product. 58 Table of Contents We expect Intel will continue to beneficially hold a majority of the voting power of our common stock and we and Intel expect to continue as strategic partners, collaborating on projects to pursue the growth of computing in the automotive sector.
Biggest changeWe expect Intel will continue to beneficially hold a majority of the voting power of our common stock and we and Intel expect to continue as strategic partners, collaborating on projects to pursue the growth of computing in the automotive sector.
Any license, sublicense, or other right granted by Intel to us with respect to third-party patents and patent applications (or specific claims thereof) included in the grant in clause (ii) may be revoked (effective as of the date specified by Intel) by Intel, in whole or in part, at any time (and automatically terminates once Intel can no longer extend such rights to us under the applicable third-party license agreement), and all licenses, sublicenses or other rights from Intel with respect to patents and patent applications of other Intel subsidiaries included in the grant by Intel to us in clause (ii) automatically terminate once Intel’s ownership of our common stock falls below 50%.
Any license, sublicense, or other right granted by Intel to us with respect to third-party patents and patent applications (or specific claims thereof) included in the grant in clause (ii) may be revoked (effective as of the date specified by Intel) by Intel, in whole or in part, at any time (and automatically terminates once Intel can no longer extend such rights to us under the applicable third-party license agreement), and all licenses, sublicenses or other rights from Intel with respect to patents and patent applications of other Intel subsidiaries included in the grant by Intel to us in clause (ii) automatically terminate once Intel’s ownership of our common stock falls below 50%.
The license granted by us to Intel in clause (i) survives even if Intel’s ownership of our common stock falls below 50%, but solely with respect to patents and patent applications owned or controlled by us as of or prior to such time.
The license granted by us to Intel in clause (i) survives even if Intel’s ownership of our common stock falls below 50%, but solely with respect to patents and patent applications owned or controlled by us as of or prior to such time.
The agreement will continue until the expiration of the last to expire of the patents and patent applications included in the grants in clauses (i) and (ii), unless earlier terminated by Intel at any time for its convenience.
The agreement will continue until the expiration of the last to expire of the patents and patent applications included in the grants in clauses (i) and (ii), unless earlier terminated by Intel at any time for its convenience.
This includes an agreement with Intel in which Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and further includes agreements we entered into with Intel in connection with the Mobileye IPO pursuant to which we are granted limited licenses from Intel for sensitive core technology relating to lidar and radar.
This includes an agreement with Intel in which Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and further includes agreements we entered into with Intel in connection with the Mobileye IPO pursuant to which we are granted limited licenses from Intel for sensitive core technology relating to radar.
In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or services that affect the performance of EyeQ TM SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ TM SoCs themselves, could result in additional claims being made against us.
In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or services that affect the performance of EyeQ ™ SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ ™ SoCs themselves, could result in additional claims being made against us.
Under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, so long as Intel holds at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ TM SoCs, for internal use, but not for resale on a standalone or bundled basis.
Under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, so long as Intel holds at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ ™ SoCs, for internal use, but not for resale on a standalone or bundled basis.
A number of factors can increase our effective tax rates, which could reduce our net income, including: ● changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates and the associated impacts of legislative actions affecting multi-national enterprises; ● changes in the valuation of our deferred tax assets and liabilities, and in associated deferred tax asset valuation allowance; ● adjustments to income taxes upon finalization of tax returns; ● increases in expenses not deductible for tax purposes, including equity-based compensation or impairments of goodwill; ● changes in available tax credits; ● changes in our ability to secure new, or renew existing, tax holidays and incentives; ● changes in U.S. federal, state, or foreign tax laws or their interpretation, including changes in the U.S. to the taxation of non-U.S. income and expenses; ● changes resulting from the adoption by countries of OECD recommendations, including adoption of tax legislation to comply with Pillar Two Model Rules or other legislative actions; ● changes in accounting standards; and ● those described under “Risks Related to Operations in Israel — The tax benefits that are available to us under Israeli law require us to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.” Global or regional conditions can adversely affect our business, results of operations, and financial condition.
A number of factors can increase our effective tax rates, which could reduce our net income, including: ● changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates and the associated impacts of legislative actions affecting multi-national enterprises; ● changes in the valuation of our deferred tax assets and liabilities, and in associated deferred tax asset valuation allowance; ● adjustments to income taxes upon finalization of tax returns; ● increases in expenses not deductible for tax purposes, including equity-based compensation or impairments of goodwill; ● changes in available tax credits; ● changes in our ability to secure new, or renew existing, tax holidays and incentives; ● changes in U.S. federal, state, or foreign tax laws or their interpretation, including changes in the U.S. to the taxation of non-U.S. income and expenses; ● changes resulting from the adoption by countries of OECD recommendations, including adoption of tax legislation to comply with Pillar Two Model Rules, or other legislative actions ● changes in accounting standards; and 67 Table of Contents ● those described under “Risks Related to Operations in Israel — The tax benefits that are available to us under Israeli law require us to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.” Global or regional conditions can adversely affect our business, results of operations, and financial condition.
We integrate certain technologies developed and owned by third parties into our solutions, including the central processing unit cores of our EyeQ TM SoCs, through license and technology transfer agreements. Under these agreements, we are obligated to pay royalties for each unit of our solutions that we sell that incorporates such third-party technology.
We integrate certain technologies developed and owned by third parties into our solutions, including the central processing unit cores of our EyeQ ™ SoCs, through license and technology transfer agreements. Under these agreements, we are obligated to pay royalties for each unit of our solutions that we sell that incorporates such third-party technology.
See “Item 1.Business — Our Competition.” We have previously experienced constraints in the supply of our EyeQ TM SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ TM SoCs or other critical parts would adversely affect our business, results of operations, and financial condition.
See “Item 1.Business — Our Competition.” We have previously experienced constraints in the supply of our EyeQ ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition.
Additionally, as part of our business-to-customer go-to-market strategy, we expect to deploy Mobileye Drive™-enabled AMaaS offerings by integrating them with our self-driving vehicles in partnership with transportation network companies, such as SIXT. Such third parties may also terminate our partnerships with them.
Additionally, as part of our business-to-customer go-to-market strategy, we expect to deploy Mobileye Drive ™ -enabled AMaaS offerings by integrating them with our self-driving vehicles in partnership with transportation network companies. Such third parties may also terminate our partnerships with them.
We anticipate that our collection of such personal information may increase as a result of the future introduction of our MaaS solutions, including our integration of Moovit, which may provide us with access to personal information of its users, and it may increase as we enter into new or adjacent businesses.
We anticipate that our collection of such personal information may increase as a result of the future introduction of our MaaS solutions, including any integration of Moovit, which may provide us with access to personal information of its users, and it may increase as we enter into new or adjacent businesses.
Additional competitors that could emerge include large technology companies that are resource rich and able to deploy such resources to compete, as well as companies that are able to develop products that may not require the massive datasets upon which our technologies currently rely while still achieving the same effectiveness of algorithms. 34 Table of Contents In the autonomous driving market, including AMaaS and consumer AV, we face competition from technology companies, internal development teams from the automakers themselves, sometimes in combination with investments in early-stage autonomous vehicle technology companies, Tier 1 automotive suppliers, and robotaxi providers.
Additional competitors that could emerge include large technology companies that are resource rich and able to deploy such resources to compete, as well as companies that are able to develop products that may not require the massive datasets upon which our technologies currently rely while still achieving the same effectiveness of algorithms. 36 Table of Contents In the autonomous driving market, including AMaaS and consumer AV, we face competition from technology companies, internal development teams from the automakers themselves, sometimes in combination with investments in early-stage autonomous vehicle technology companies, Tier 1 automotive suppliers, and robotaxi providers.
We can be adversely affected by other global and regional factors that periodically occur, including: ● geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity; 66 Table of Contents ● natural disasters, public health issues (including the COVID-19 pandemic) and other catastrophic events; ● inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting or telecommunications providers; ● formal or informal imposition of new or revised export, import or doing-business regulations, including trade sanctions, tariffs, and changes in the ability to obtain export licenses, which could be changed without notice; ● government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from a particular country; ● adverse changes relating to government grants, tax credits or other government incentives, including more favorable incentives provided to competitors; ● differing employment practices and labor issues; ● ineffective legal protection of our intellectual property rights in certain countries; ● local business and cultural factors that differ from our current standards and practices; ● continuing uncertainty regarding social, political, immigration and tax and trade policies; and ● fluctuations in the market values of any of our investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.
We can be adversely affected by other global and regional factors that periodically occur, including: ● geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity; ● natural disasters, public health issues (such as the COVID-19 pandemic) and other catastrophic events; ● inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting or telecommunications providers; ● formal or informal imposition of new or revised export, import or doing-business regulations, including trade sanctions, tariffs, and changes in the ability to obtain export licenses, which could be changed without notice; ● government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from a particular country; ● adverse changes relating to government grants, tax credits or other government incentives, including more favorable incentives provided to competitors; ● differing employment practices and labor issues; ● ineffective legal protection of our intellectual property rights in certain countries; ● local business and cultural factors that differ from our current standards and practices; ● continuing uncertainty regarding social, political, immigration and tax and trade policies; and ● fluctuations in the market values of any of our investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors. 68 Table of Contents Catastrophic events can adversely affect our business, results of operations, and financial condition.
Some OEMs that have incorporated our solutions in the past have decided, and some OEMs that currently incorporate our solutions may decide to design in-house solutions to replace our solutions that they currently implement. For example, Tesla had previously incorporated our ADAS solutions in their vehicles but transitioned to their own in-house ADAS solutions.
Some OEMs that have incorporated our solutions in the past have decided, and some OEMs that currently incorporate our solutions may decide to design in-house solutions to replace our solutions that they currently implement. For example, Tesla had previously incorporated our ADAS solutions in their vehicles but transitioned to their own in-house ADAS solutions in 2017.
If we are unable to maintain our contractual relationships with the third-party licensors on which we depend, then we may not be able to find replacement technology to integrate into our solutions on a timely basis or for a similar royalty fee, in which case our business, results of operations, and financial condition would also be adversely affected. 48 Table of Contents We also are party to an agreement with Intel in which (i) we grant to Intel a royalty-free, nonexclusive, nontransferable, perpetual, irrevocable, sublicensable under certain circumstances, and worldwide license under patents and patent applications owned or controlled by us, and (ii) Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and we entered into agreements with Intel in connection with the Mobileye IPO in which we will have a limited license from Intel for sensitive core technology relating to lidar and radar.
If we are unable to maintain our contractual relationships with the third-party licensors on which we depend, then we may not be able to find replacement technology to integrate into our solutions on a timely basis or for a similar royalty fee, in which case our business, results of operations, and financial condition would also be adversely affected. 50 Table of Contents We also are party to an agreement with Intel in which (i) we grant to Intel a royalty-free, nonexclusive, nontransferable, perpetual, irrevocable, sublicensable under certain circumstances, and worldwide license under patents and patent applications owned or controlled by us, and (ii) Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and we entered into agreements with Intel in connection with the Mobileye IPO in which we will have a limited license from Intel for sensitive core technology relating to radar.
Although we monitor our use of such open-source code to avoid subjecting our solutions to unintended conditions, such use, under certain circumstances, could materially adversely affect our business, financial condition and operating results and cash flow, including if we are required to take remedial action that may divert resources away from our development efforts. 50 Table of Contents Risks Related to Our Industry An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions.
Although we monitor our use of such open-source code to avoid subjecting our solutions to unintended conditions, such use, under certain circumstances, could materially adversely affect our business, financial condition and operating results and cash flow, including if we are required to take remedial action that may divert resources away from our development efforts. 52 Table of Contents Risks Related to Our Industry An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions.
OEMs also require their suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. 37 Table of Contents Depending on the terms under which we supply products to a Tier 1 customer or an OEM, vehicle manufacturers have held and may attempt to hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties when the OEM asserts that the solution supplied did not perform as warranted.
OEMs also require their suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. 39 Table of Contents Depending on the terms under which we supply products to a Tier 1 customer or an OEM, vehicle manufacturers have held and may attempt to hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties when the OEM asserts that the solution supplied did not perform as warranted.
While STMicroelectronics is responsible for quality control and procedures for testing and manufacturing our EyeQ TM SoCs to our specifications, we retain liability for failure in production caused by defective EyeQ TM SoC design or error.
While STMicroelectronics is responsible for quality control and procedures for testing and manufacturing our EyeQ ™ SoCs to our specifications, we retain liability for failure in production caused by defective EyeQ ™ SoC design or error.
Risk Factors — Risks Related to Our Business — If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations and financial condition would be adversely affected” and “Risk Factors — Risks Related to our Intellectual Property Rights — We depend on licenses for certain technologies from third parties, some of which require us to pay royalties, and our inability to use such technologies in the future would harm our ability to remain competitive.” We are licensed to sell the radar products only for ADAS and AV solutions for automobiles and to certain types of customers (Tier1s, OEMs, MaaS).
Risk Factors — Risks Related to Our Business — If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations and financial condition would be adversely affected” and “Risk Factors — Risks Related to our Intellectual Property Rights — We depend on licenses for certain technologies from third parties, some of which require us to pay royalties, and our inability to use such technologies in the future would harm our ability to remain competitive.” We are licensed to sell the radar products only for ADAS and AV solutions for automobiles and to certain types of customers (Tier 1s, OEMs, MaaS).
We are subject to laws and regulations worldwide that affect our operations and that differ among jurisdictions, including automotive safety regulations, regulations governing autonomous driving technology, intellectual property ownership and infringement laws, tax laws, import and export regulations, anti-corruption laws, foreign exchange controls and cash repatriation restrictions, data privacy laws, competition laws, advertising regulations, employment laws, product regulations, environmental laws, health and safety requirements, consumer laws and national security laws.
We are subject to laws and regulations worldwide that affect our operations and that differ among jurisdictions, including automotive safety regulations, regulations governing autonomous driving technology, AI technologies, intellectual property ownership and infringement laws, tax laws, import and export regulations, anti-corruption laws, foreign exchange controls and cash repatriation restrictions, data privacy laws, competition laws, advertising regulations, employment laws, product regulations, environmental laws, health and safety requirements, consumer laws and national security laws.
Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets. 49 Table of Contents We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property.
Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets. 51 Table of Contents We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property.
Even if foreign patents are granted, effective enforcement in foreign countries may not be available. 46 Table of Contents Our issued patents and trademarks and any pending or future patent and trademark applications that may result in issuances or registrations may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers.
Even if foreign patents are granted, effective enforcement in foreign countries may not be available. 48 Table of Contents Our issued patents and trademarks and any pending or future patent and trademark applications that may result in issuances or registrations may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers.
Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.
Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment 57 Table of Contents that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.
Our functional currency is the U.S. dollar, and we incur financial expenses in connection with fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and, to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies.
Our functional currency is the U.S. dollar, and we incur financial expenses in connection with fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and, to a much lesser extent, the Euro, the Chinese Yuan and the Japanese Yen.
Our business may suffer from claims relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.
Our business may suffer from claims or incur losses relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.
We and Intel also agree pursuant to the Master Transaction Agreement to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties, and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party. ● Worldwide and perpetual license to patents .
We and Intel also agree pursuant to the Master Transaction Agreement to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties, and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party. 59 Table of Contents ● Worldwide and perpetual license to patents .
As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ TM , we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content. 33 Table of Contents We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected.
As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ ™ , we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content. 35 Table of Contents We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected.
If we fail to achieve a design win after incurring substantial expenditures in these efforts, our future business, results of operations, and financial condition would be adversely affected. ● There is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins, and there may be significant delays between the time we achieve a design win until we realize revenue from the vehicle model. ● We depend on a limited number of Tier 1 customers and OEMs for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models would adversely affect our business, results of operations, and financial condition. ● We are highly dependent on the services of Professor Amnon Shashua, our President and Chief Executive Officer. ● If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. ● We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire, including with our acquisition of Moovit. ● Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition. 31 Table of Contents ● Security breaches and other disruptions of our in-vehicle systems and related data could impact the safety of our end users and reduce confidence in us and our solutions. ● An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions. ● If OEMs are unable to maintain and increase consumer acceptance of ADAS and autonomous driving technology, our business, results of operations, and financial condition would be adversely affected. ● Our business, results of operations, and financial condition may be adversely affected by changes in automotive safety regulations or concerns that drive regulations that could increase our costs or delay or halt adoption of our solutions. ● The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.7% of the voting power of our outstanding common stock as of December 30, 2023.
If we fail to achieve a design win after incurring substantial expenditures in these efforts, our future business, results of operations, and financial condition would be adversely affected. ● There is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins, and there may be significant delays between the time we achieve a design win until we realize revenue from the vehicle model. ● We depend on a limited number of Tier 1 customers and OEMs for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models would adversely affect our business, results of operations, and financial condition. ● We are highly dependent on the services of Professor Amnon Shashua, our President and Chief Executive Officer. ● If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. ● We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire. 33 Table of Contents ● Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition. ● Security breaches and other disruptions of our in-vehicle systems and related data could impact the safety of our end users and reduce confidence in us and our solutions. ● An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions. ● If OEMs are unable to maintain and increase consumer acceptance of ADAS and autonomous driving technology, our business, results of operations, and financial condition would be adversely affected. ● Our business, results of operations, and financial condition may be adversely affected by changes in automotive safety regulations or concerns that drive regulations that could increase our costs or delay or halt adoption of our solutions. ● The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.
The market price of our Class A common stock on Nasdaq may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to: ● announcements by regulators and other safety organizations regarding ADAS, autonomous driving and related technology; ● publicized accidents involving ADAS and autonomous driving technology, whether developed by us or our competitors; ● market acceptance of our solutions; ● the remaining impact of the COVID-19 pandemic on our management, employees, customers, and operating results; ● fluctuations in supply and demand for our products; ● announcements of the results of research and development projects by us or our competitors; ● announcements by others relating to autonomous driving technology and its adoption by OEMs; ● development of new competitive systems and products by others; ● changes in earnings estimates or recommendations by securities analysts; ● developments concerning our intellectual property rights; ● loss of key personnel, particularly Professor Shashua; ● changes in the cost of satisfying our warranty obligations; ● loss of key customers; ● disruptions to our and the global supply chain; ● macroeconomic irregularities such as worsening inflationary trends, volatile interest rates and labor shortages; ● delays between our expenditures to develop and market new or enhanced products and the generation of sales from those products; ● changes in the amount that we spend to develop, acquire, or license new products, technologies, or businesses; ● changes in our research and development and operating expenditures; ● variations in our and our competitors’ results of operations and financial condition; 61 Table of Contents ● our sale or proposed sale or the sale or proposed sale by Intel (or other actions taken by Intel) or other significant stockholders of our common stock or other securities in the future; and ● general market conditions and other factors, including factors unrelated to our operating performance.
The market price of our Class A common stock on Nasdaq may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to: ● announcements by regulators and other safety organizations regarding ADAS, autonomous driving and related technology; ● publicized accidents involving ADAS and autonomous driving technology, whether developed by us or our competitors; ● market acceptance of our solutions; ● fluctuations in supply and demand for our products; ● announcements of the results of research and development projects by us or our competitors; ● announcements by others relating to autonomous driving technology and its adoption by OEMs; ● development of new competitive systems and products by others; ● changes in earnings estimates or recommendations by securities analysts; ● developments concerning our intellectual property rights; 62 Table of Contents ● loss of key personnel, particularly Professor Shashua; ● changes in the cost of satisfying our warranty obligations; ● loss of key customers; ● disruptions to our and the global supply chain; ● macroeconomic irregularities such as worsening inflationary trends, volatile interest rates and labor shortages; ● delays between our expenditures to develop and market new or enhanced products and the generation of sales from those products; ● changes in the amount that we spend to develop, acquire, or license new products, technologies, or businesses; ● changes in our research and development and operating expenditures; ● variations in our and our competitors’ results of operations and financial condition; ● our sale or proposed sale or the sale or proposed sale by Intel (or other actions taken by Intel) or other significant stockholders of our common stock or other securities in the future; and ● general market conditions and other factors, including factors unrelated to our operating performance.
See “— We have previously experienced constraints in the supply of our EyeQ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition.” TSMC is located in Taiwan, and our ability to receive sufficient supplies of our EyeQ TM SoCs could be adversely affected by events such as natural disasters in Taiwan, including earthquakes, drought and typhoons, the escalations of tensions between the People’s Republic of China and Taiwan, including resulting from the People’s Republic of China’s step up of military exercises around Taiwan, political unrest, trade restrictions, or war.
See “— We have previously experienced constraints in the supply of our EyeQ ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition.” TSMC is located in Taiwan, and our ability to receive sufficient supplies of our EyeQ ™ SoCs could be adversely affected by events in Taiwan, China and the broader region, such as natural disasters in Taiwan, including earthquakes, drought and typhoons, escalations of tensions between the People’s Republic of China and Taiwan, including resulting from the People’s Republic of China’s step up of military exercises around Taiwan, political unrest, trade restrictions, war, or other geopolitical issues.
Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues (including the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.
Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues (such as the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.
These include: ● If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We operate in a highly competitive market. ● We have previously experienced constraints in the supply of our EyeQ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition. ● We face additional supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single supplier or limited suppliers and vendors, for certain components, equipment, and services. ● Increases in costs of the materials and other components that we use in our solutions would adversely affect our business, results of operations, and financial condition. ● Our business may suffer from claims relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions. ● We invest significant effort and money seeking OEM selection of our solutions, and there can be no assurance that these efforts will result in the selection of our solutions for use in production models.
These include: ● If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We operate in a highly competitive market. ● We have previously experienced constraints in the supply of our EyeQ ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition. ● We face additional supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single supplier or limited suppliers and vendors, for certain components, equipment, and services. ● Increases in costs of the materials and other components that we use in our solutions would adversely affect our business, results of operations, and financial condition. ● Our business may suffer from claims, or incur losses, relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions. ● We are subject to risks related to trade policies, sanctions, and import and export controls. ● We invest significant effort and money seeking OEM selection of our solutions, and there can be no assurance that these efforts will result in the selection of our solutions for use in production models.
To mitigate supply chain constraints, we monitor inventory levels on an on-going basis and may further build up inventories of EyeQ™ SoCs. Accumulating such additional inventories could require substantial amounts of capital and may expose us to risks regarding the obsolescence of such chips. 35 Table of Contents We depend on STMicroelectronics to manufacture our EyeQ TM SoCs.
To mitigate supply chain constraints, we monitor inventory levels on an on-going basis and may further build up inventories of EyeQ ™ SoCs. Accumulating such additional inventories could require substantial amounts of capital and may expose us to risks regarding the obsolescence of such chips. 37 Table of Contents We depend on STMicroelectronics to manufacture our EyeQ ™ SoCs.
If we do not effectively hire, onboard, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. Changes in our management team can also disrupt our business. Our management and senior leadership team has significant industry experience, and their knowledge and relationships would be difficult to replace.
If we do not effectively hire, onboard, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. 43 Table of Contents Changes in our management team can also disrupt our business. Our management and senior leadership team has significant industry experience, and their knowledge and relationships would be difficult to replace.
In addition to imposing economic sanctions on certain Chinese individuals and entities, the United States has imposed restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies. For example, the United States recently enacted controls on certain transactions involving items for semiconductor manufacturing end uses and advanced computing integrated circuits destined for China.
In addition to imposing economic sanctions on certain Chinese individuals and entities, the United States has imposed restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies. For example, the United States has enacted, and subsequently updated, controls on certain transactions involving items for semiconductor manufacturing end uses and advanced computing integrated circuits destined for China.
We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. 62 Table of Contents Moreover, any material weakness or other deficiencies in our internal control over financial reporting may impede our ability to file timely and accurate reports with the SEC.
We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. Moreover, any material weakness or other deficiencies in our internal control over financial reporting may impede our ability to file timely and accurate reports with the SEC.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and, beginning with fiscal year 2023, provide an annual management report on the effectiveness of internal control over financial reporting, to which our auditors need to attest in accordance with guidelines set forth by the Public Company Accounting Oversight Board (“PCAOB”).
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting, to which our auditors need to attest in accordance with guidelines set forth by the Public Company Accounting Oversight Board (“PCAOB”).
Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could adversely affect our business, results of operations, and financial condition. Given our international supply chain and distribution, we are subject to import and export laws of multiple countries.
Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could adversely affect our business, results of operations, and financial condition. 55 Table of Contents Given our international supply chain and distribution, we are subject to import and export laws of multiple countries.
Such directors owe fiduciary duties to our company pursuant to Delaware law, but these relationships could create, or appear to create, conflicts of interest when these persons are faced with decisions with potentially different implications for Intel and us. 56 Table of Contents ● Sale of shares of our common stock .
Such directors owe fiduciary duties to our company pursuant to Delaware law, but these relationships could create, or appear to create, conflicts of interest when these persons are faced with decisions with potentially different implications for Intel and us. ● Sale of shares of our common stock .
If we are unable to maintain these contractual relationships with Intel, we may fail to replace such services and/or licenses at prices or on terms as favorable as those Intel provides, and that could adversely affect our business, results of operations, and financial condition.
If we are unable to maintain these contractual relationships with Intel, we may fail to replace such services and/or licenses, sublicenses or other rights at prices or on terms as favorable as those Intel provides, and that could adversely affect our business, results of operations, and financial condition.
The unavailability or reduced availability of materials or resources would require us to reduce production or incur additional costs, which would harm our business and results of operations. We also rely on third-party providers to manufacture, assemble, and test certain components and products.
The unavailability or reduced availability of materials or resources would require us to reduce production or incur additional costs, which would harm our business and results of operations. 38 Table of Contents We also rely on third-party providers to manufacture, assemble, and test certain components and products.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: ● our dual class common stock structure, which provides Intel, as the holder of our Class B common stock, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock; ● if Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; ● vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders, provided, however, that vacancies on our board of directors caused by an action of stockholders may only be filled by a vote of the stockholders until Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock; ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, our board of directors will be classified into three classes of directors with staggered three-year terms; ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, directors will only be able to be removed from office for cause; ● so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of our outstanding common stock, consent by holders of a majority of our Class B common stock will be required for consolidations or mergers; ● no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates; ● only the Chairman of our Board of Directors, our Chief Executive Officer, or our Secretary upon written request by a majority of our Board of Directors are authorized to call a special meeting of stockholders; ● our amended and restated certificate of incorporation provides that certain litigation against us can only be brought in Delaware unless we otherwise consent; ● nothing in our amended and restated certificate of incorporation precludes future issuances without approval by holders of shares of our Class A common stock of the authorized but unissued shares of our common stock, though approval by holders of a majority of our Class B common stock will be required for such issuances for so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of outstanding common stock, subject to certain exclusions; ● our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and ● advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. 64 Table of Contents These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of our company.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: ● our dual class common stock structure, which provides Intel, as the holder of our Class B common stock, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock; ● if Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; ● vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders, provided, however, that vacancies on our board of directors caused by an action of stockholders may only be filled by a vote of the stockholders until Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock; ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, our board of directors will be classified into three classes of directors with staggered three-year terms; 65 Table of Contents ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, directors will only be able to be removed from office for cause; ● so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of our outstanding common stock, consent by holders of a majority of our Class B common stock will be required for consolidations or mergers; ● no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates; ● only the Chairman of our Board of Directors, our Chief Executive Officer, or our Secretary upon written request by a majority of our Board of Directors are authorized to call a special meeting of stockholders; ● our amended and restated certificate of incorporation provides that certain litigation against us can only be brought in Delaware unless we otherwise consent; ● nothing in our amended and restated certificate of incorporation precludes future issuances without approval by holders of shares of our Class A common stock of the authorized but unissued shares of our common stock, though approval by holders of a majority of our Class B common stock will be required for such issuances for so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of outstanding common stock, subject to certain exclusions; ● our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and ● advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
In addition, direct and indirect supplier and vendor consolidation or business failures can impact the nature, quality, availability, and pricing of the products and services available to us.
In addition, direct and indirect supplier and vendor consolidation, financial health or business failures can impact the nature, quality, availability, and pricing of the products and services available to us.
If consumer acceptance of ADAS and autonomous driving technology does not increase, our business, results of operations, and financial condition would be adversely affected. Regulatory and Compliance Risks We are subject to a variety of laws and regulations that affect our operations and that could adversely affect our business, results of operations, and financial condition.
If consumer acceptance of ADAS and autonomous driving technology does not increase, our business, results of operations, and financial condition would be adversely affected. 53 Table of Contents Regulatory and Compliance Risks We are subject to a variety of laws and regulations that affect our operations and that could adversely affect our business, results of operations, and financial condition.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends for the foreseeable future. The requirements of being a public company may strain our resources and divert management’s attention.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends for the foreseeable future. 63 Table of Contents The requirements of being a public company may strain our resources and divert management’s attention.
Due to the global material shortage in 2021 and 2022, we worked with our customers to ensure they commit to certain volumes on an annual basis in order to secure quantities. In late 2023, we returned to our pre-global material shortage practice of having customers commit to certain quarterly volumes.
Due to the global material shortage in 2021 and 2022, we worked with our customers to ensure they commit to certain volumes on an annual basis in order to secure quantities. In late 2023, we returned to our pre-global material shortage practice of having customers commit to certain volumes on a quarterly or shorter basis.
However, with the abatement of global shortages, our customers have generally reverted to our customary practice of committing to purchase quantities of our solutions on a quarterly basis.
However, with the abatement of global shortages, our customers have generally reverted to our customary practice of committing to purchase quantities of our solutions on a quarterly or shorter basis.
Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures. 52 Table of Contents Likewise, national security and foreign policy concerns may prompt governments to impose trade or other restrictions, which could make it more difficult to sell our solutions in, or restrict our access to, certain markets.
Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures. Likewise, national security and foreign policy concerns may prompt governments to impose trade or other restrictions, which could make it more difficult to sell our solutions in, or restrict our access to, certain markets.
Several countries still restrict doing business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our business.
Several countries still restrict doing business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse 56 Table of Contents impact on our operating results, financial condition, or the expansion of our business.
Some of the policies under which we are covered may havelarge deductibles and broad exclusions. In addition, one or more insurance providers may be unable or unwilling to pay a claim.
Some of the policies under which we are covered may have large deductibles and broad exclusions. In addition, one or more insurance providers may be unable or unwilling to pay a claim.
For example, we became aware in late 2023 that our Tier 1 customers accrued significant excess inventory during 2021 and 2022 in a desire to avoid parts shortages, and in 2023 as a result of lower-than-expected production at certain OEMs.
For example, as a result of our standard planning process for 2024, we became aware in late 2023 that our Tier 1 customers accrued significant excess inventory during 2021 and 2022 in a desire to avoid parts shortages, and in 2023 as a result of lower-than-expected production at certain OEMs.
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.
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, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict.
In recent years, there has been significant litigation globally involving patents and other intellectual property rights. 47 Table of Contents We have previously faced claims and may in the future be subject to additional claims and litigation alleging our infringement, misappropriation or other violation of third-party patent rights, trade secret rights or other intellectual property rights, particularly as a public company with an increased profile and visibility, and as we expand our presence in the market and to new use cases and face increasing competition.
In recent years, there has been significant litigation globally involving patents and other intellectual property rights. 49 Table of Contents We have previously faced claims and may in the future be subject to additional claims and litigation alleging our infringement, misappropriation or other violation of third-party patent rights, trade secret rights or other intellectual property rights, including in respect of our use of certain AI technologies, particularly as a public company with an increased profile and visibility, and as we expand our presence in the market and to new use cases and face increasing competition.
For example, we currently depend on Amazon Web Services for cloud services in connection with our REM ™ mapping system, Roadbook ™ , and AMaaS solutions including the Moovit platform, and a failure of such cloud services would result in interruptions to our services. In addition, the semiconductor industry is experiencing widespread shortages of substrates.
For example, we currently depend on Amazon Web Services for cloud services in connection with our REM ™ mapping system, Roadbook ™ , and AMaaS solutions including the Moovit platform, and a failure of such cloud services would result in interruptions to our services. In addition, the semiconductor industry has previously experienced widespread shortages of substrates.
Although we use disclaimers, limitations of liability, and similar provisions in our agreements, there is no assurance that any or all of these provisions will prove to be effective barriers to product liability claims.
Further, although we use disclaimers, limitations of liability, and similar provisions in our agreements, there is no assurance that any or all of these provisions will prove to be effective barriers to product liability claims with respect to our products.
Although we are incorporated under the laws of the State of Delaware, our headquarters and research and development center are located in the State of Israel, and as of December 30, 2023, substantially all of our equipment and tangible long-lived assets were located in Israel.
Although we are incorporated under the laws of the State of Delaware, our headquarters and research and development center are located in the State of Israel, and as of December 28, 2024, substantially all of our equipment and tangible long-lived assets were located in Israel.
Although we do not believe that these recent controls will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance. For example, we derive significant revenue from China.
Although we do not believe that these recent controls and industrial policies will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance. We derive significant revenue from China.
Conflicts of interest may arise between Intel and us in a number of areas relating to our ongoing relationship. Potential conflicts of interest that we have identified include the following: ● Certain of our directors may have conflicts of interest .
Conflicts of interest may arise between Intel and us in a number of areas relating to our ongoing relationship. Potential conflicts of interest that we have identified include, but are not limited to, the following: ● Certain of our directors may have conflicts of interest .
Any inability to adequately address data privacy or data protection, or other information security-related concerns, even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.
Any inability to adequately address data privacy or data protection, or other information security-related concerns, including in each case in respect of our use of AI technologies, even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.
For example, as a result of Israel’s current war against Hamas in the Gaza Strip and tensions with Hezbollah in northern Israel, as of January 31, 2024 approximately 10.5% of our employees have been called to reserve duty in the Israel Defense Forces. To date, our operations have not been materially affected.
For example, as a result of Israel’s current war against Hamas in the Gaza Strip and tensions with Hezbollah in northern Israel, as of January 31, 2025 approximately 3.7% of our employees have been called to reserve duty in the Israel Defense Forces. To date, our operations have not been materially affected.
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 SuperVision™ ECUs on hand.
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.
We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire, including with our acquisition of Moovit. We have in the past and, if we are presented with appropriate opportunities, we may in the future acquire or make investments in complementary companies, assets, employees, products, and technologies.
We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire. We have in the past and, if we are presented with appropriate opportunities, we may in the future acquire or make investments in complementary companies, assets, employees, products, and technologies.
Moreover, in 2023, 15%, 11%, 10%, and 9% of our revenue was derived from the incorporation of our solutions into the vehicle models of four OEMs and a total of 73% of our revenue was derived from the incorporation of our solutions into the vehicle models of eight OEMs (including those four) through our Tier 1 customers.
Moreover, in 2024, 15%, 15%, 11%, and 9% of our revenue was derived from the incorporation of our solutions into the vehicle models of four OEMs and a total of 78% of our revenue was derived from the incorporation of our solutions into the vehicle models of eight OEMs (including those four) through our Tier 1 customers.
However, for certain materials, equipment, and services, we rely on a single or a limited number of direct and indirect suppliers and vendors, or upon direct and indirect suppliers and vendors in a single location.
However, 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, or upon direct and indirect suppliers and vendors in a single location, for example STMicroelectronics and TSMC.
For example, we will need to complete the development and achieve cost efficient production at scale of new generations of our EyeQ TM SoCs and our software-defined radar, and source lidar cost effectively, which could include the development of our FMCW lidar, all of which are important components of our planned approach to address the AMaaS and consumer AV markets.
For example, we will need to complete the development and achieve cost efficient production at scale of new generations of our EyeQ ™ SoCs and our software-defined imaging radar, and, in the case of AMaaS,source lidar cost effectively, all of which are important components of our planned approach to address the AMaaS and consumer AV markets.
Risks Related to our Relationship with Intel and our Dual Class Structure The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.7% of the voting power of our outstanding common stock as of December 30, 2023.
Risks Related to our Relationship with Intel and our Dual Class Structure The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.
Because of the 10- to-1 voting ratio between our Class B common stock and our Class A common stock, Intel, which is the beneficial holder of 711,500,000 shares of Class B common stock, beneficially owns approximately 98.7% of the voting power of our outstanding common stock as of December 30, 2023.
Because of the 10-to-1 voting ratio between our Class B common stock and our Class A common stock, Intel, which is the beneficial holder of 711,500,000 shares of Class B common stock, beneficially owns approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.
In addition, the agreement includes limitations on our ability (except after review and approval by Intel) to file a patent application based on or using the lidar intellectual property licensed to us under the agreement, or information in Intel’s lidar patents during the term of the agreement and for five years after the completion of the development of the last Mobileye lidar product. ● Limited license from Intel for certain technology related to radar .
In addition, the agreement includes limitations on our ability (except after review and approval by Intel) to file a patent application based on or using the radar intellectual property licensed to us under the agreement, or information in Intel’s radar patents during the term of the agreement and for five years after the completion of the development of the last Mobileye sensor product.
Our competitors in the silicon provider category include Ambarella, Advanced Micro Devices, Arriver / Qualcomm, Black Sesame Technologies, Horizon Robotics, Huawei, NVIDIA, NXP, Renesas Electronics, and Texas Instruments.
Our competitors in the silicon provider category include Ambarella, Advanced Micro Devices, Arriver / Qualcomm, Black Sesame Technologies, Horizon Robotics, Huawei, NVIDIA, NXP, Renesas Electronics, and Texas Instruments. Our competitors in the software-only category include StradVision, Autobrains and Wayve.
If any of our licenses from Intel were to terminate for any reason, we may be unable to replace such licenses at prices or on terms as favorable as those Intel provides, if at all, and that could adversely affect our business, results of operations, and financial condition. 57 Table of Contents ● Limited license from Intel for certain technology related to lidar.
If any of our licenses from, sublicenses or other rights Intel were to terminate for any reason, we may be unable to replace such licenses, sublicenses or other rights at prices or on terms as favorable as those Intel provides, if at all, and that could adversely affect our business, results of operations, and financial condition. ● Limited license from Intel for certain technology related to radar .
A large number of suppliers and vendors provide materials, equipment, and services that are used in the production of our solutions and other aspects of our business. Where possible, we seek to have several sources of supply.
A large number of direct and indirect suppliers and vendors provide materials, equipment, and services that are used in the production of our solutions and other aspects of our business. Where possible, we seek to have several sources of supply, and to ensure our suppliers and vendors have multiple sources of supply as well.
The success of our Cloud-Enhanced Driver Assist, SuperVision TM -Lite, SuperVision TM , Mobileye Chauffeur TM and Mobileye Drive TM systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook™.
The success of our Cloud-Enhanced ADAS ™ , Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook ™ .
Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and our amended and restated certificate of incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
As described below, this provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or Exchange Act, or rules and regulations thereunder. 66 Table of Contents Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and our amended and restated certificate of incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
In addition, automotive production and sales can be affected by our customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues and shortages (including the recent UAW strikes in North America), supply chain disruptions, regulatory requirements, trade agreements and other factors.
In addition, automotive production and sales can be affected by our customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues and shortages, supply chain disruptions, regulatory requirements, trade agreements and other factors.
In 2023 and 2022, we derived approximately 31% and 29% respectively, of our revenue from shipments of products to China.
In 2024 and 2023, we derived approximately 26% and 31% respectively, of our revenue from shipments of products to China.
To date our operations have not been materially affected, although as of January 31, 2024 approximately 10.5% of our employees have been called to reserve duty in the Israel Defense Forces.
To date our operations 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 are focusing our research and development efforts across several key emerging technologies, including computer vision, software-defined radar and FMCW lidar, the True Redundancy™ sensor fusion architecture, the REM™ mapping technology and our RSS model, and the Mobileye SuperVision™ Lite, Mobileye SuperVision™, Mobileye Drive™ and Mobileye Chauffeur™ systems.
We are focusing our research and development efforts across several key emerging technologies, including computer vision, Compound AI and other AI technologies, software-defined imaging radar, the True Redundancy ™ sensor fusion architecture, the REM ™ mapping technology and our RSS model, and our Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems.
We are collaborating with various business-to-business and business-to-consumer channels for the purpose of deploying Mobileye Drive™. As part of our business-to-business go-to-market strategy, we expect to sell and integrate Mobileye Drive™ to a range of shuttle network operators and vehicle OEMs that intend to operate consumer-facing AMaaS, transportation on demand, and delivery services.
As part of our business-to-business go-to-market strategy, we expect to sell and integrate Mobileye Drive ™ to a range of shuttle network operators and vehicle OEMs that intend to operate consumer-facing AMaaS, transportation on demand, and delivery services.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition. 65 Table of Contents General Risks Changes in our effective tax rates may reduce our net income.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOn a semi-annual basis the cybersecurity team conducts a program performance evaluation with management to assess the continuing suitability, adequacy and effectiveness of the Company’s cybersecurity risk management program, including with respect to the fulfillment of cybersecurity objectives and compliance with industry standards, and to recommend changes to the Company’s threat modeling, priorities for future risk assessments, policy adjustments in response to newly identified risks or non-compliance, and overall risk acceptance. 68 Table of Contents To foster a culture of cybersecurity awareness within the Company and provide employees with further knowledge of cybersecurity-conscious behavior, all employees of the Company are required to attend cybersecurity training sessions during the onboarding process and at least once per year.
Biggest changeOn a semi-annual basis the cybersecurity team conducts a program performance evaluation with management to assess the continuing suitability, adequacy and effectiveness of the Company’s cybersecurity risk management program, including with respect to the fulfillment of cybersecurity objectives and compliance with industry standards, and to recommend changes to the Company’s threat modeling, priorities for future risk assessments, policy adjustments in response to newly identified risks or non-compliance, and overall risk acceptance.
In addition to such updates, and as part of our incident response processes, our COO is also responsible for informing the Audit Committee of material cybersecurity threats and incidents, based on management’s assessment of risk. Our board of directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the Audit Committee.
In addition to such regular updates, and as part of our incident response processes, our COO is also responsible for informing the Audit Committee of material cybersecurity threats and incidents, based on management’s assessment of risk. Our board of directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the Audit Committee.
Our COO has extensive experience in project management and cybersecurity, including from past roles with Verint Systems Inc. and Cisco Systems, Inc. as well as the establishment and management of the Company’s cybersecurity team prior to our CISO joining the Company.
Our COO has extensive experience in project management and cybersecurity, including from past roles with Verint - Systems and Cisco Systems as well as the establishment and management of the Company’s cybersecurity team prior to our CISO joining the Company.
He has held the role of CISO and other senior management positions with NDS Services, Cisco Systems, Inc. and Deloitte and has also served as cybersecurity consultant for companies in multiple global industries.
He has held the role of CISO and other senior management positions with NDS, Cisco and Deloitte and has also served as cybersecurity consultant for companies in multiple global industries.
Both management and the Audit Committee also report material cybersecurity risks to our full board of directors, based on management’s assessment of risk. In 2023, we did not identify any cybersecurity risks that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Both management and the Audit Committee also report material cybersecurity risks to our full board of directors, based on management’s assessment of risk. 70 Table of Contents In 2024, we did not identify any cybersecurity risks that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Our corporate cybersecurity risk management program is based on and audited against industry standards, including ISO 27001 for Information Security Management Systems (ISMS) and the automotive industry’s Trusted Information Security Assessment Exchange standard. Our corporate cybersecurity team is responsible for operating our cybersecurity risk management program.
Our corporate cybersecurity risk management program is based on and audited against industry standards, including ISO 27001 for Information Security Management Systems (ISMS) and the automotive industry’s Trusted Information Security Assessment Exchange standard (TISAX). 69 Table of Contents Our corporate cybersecurity team is responsible for operating our cybersecurity risk management program.
The COO in turn periodically reports on such matters to the Chief Executive Officer and other members of management.
The COO in turn periodically reports on such matters to the Chief Executive Officer and other members of management. The COO and CISO provide updates to the audit committee of our board of directors (the “Audit Committee”) on the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies.
Removed
As part of our continued investment in developing our overall enterprise risk management program, the COO and other members of management make updates to the full board of directors, and going forward beginning in 2024, will also provide updates to the audit committee of our board of directors (the “Audit Committee”), on the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies.
Added
To foster a culture of cybersecurity awareness within the Company and provide employees with further knowledge of cybersecurity-conscious behavior, all employees of the Company are required to attend cybersecurity training sessions during the onboarding process and at least once per year.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn most of the countries we operate in, we lease office space for local operations (local country leadership, customer support, local sales, etc.) and we do not foresee any significant changes to these operations going forward. We consider our facilities, taken as a whole, to be suitable, adequate, and of sufficient capacity for our current operations. 69 Table of Contents
Biggest changeWe are working to enter into additional leases for more office space in various locations around the world. In most of the countries we operate in, we lease office space for local operations (local country leadership, customer support, local sales, etc.) and we do not foresee any significant changes to these operations going forward.
Item 2. Properties We own our principal offices at Shlomo Momo HaLevi Street 1, Jerusalem, Israel, totaling approximately 1,377,781 square feet (approximately 128,000 square meters). We also lease office space in Tel Aviv and various other locations in Israel and around the world, including New York, Dusseldorf, Tokyo, Beijing and Shanghai.
Item 2. Properties We own our principal offices at Shlomo Momo HaLevi Street 1, Jerusalem, Israel, totaling approximately 1,377,781 square feet (approximately 128,000 square meters). We also lease office space in Tel Aviv and various other locations in Israel and around the world, including Detroit, Munich, Tokyo, Beijing and Shanghai.
Removed
We substantially completed the construction of our new campus at Shlomo Momo HaLevi St. 1 in Jerusalem, Israel and moved our principal offices to this location during the first quarter of 2024.
Added
We consider our facilities, taken as a whole, to be suitable, adequate, and of sufficient capacity for our current operations.
Removed
We have substantially moved out of our former principal offices at 13 Hartom Street, Jerusalem, Israel and will not extend the lease for this space when it expires in February 2024. We are working to enter into additional leases for more office space in various locations around the world.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe 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. U.S. Patent Litigation On January 26, 2024, Facet Technology Corp.
Biggest changeMobileye 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. U.S.
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.
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. Following the consolidation of the action with a substantively identical case, Le v.
(“Facet”) sued Mobileye in the U.S. District Court for the Eastern District of Texas for allegedly infringing two patents. Captioned Facet Technology Corp. v. Mobileye Global, Inc. , the complaint alleges that certain Mobileye products directly and indirectly infringe both patents. The complaint seeks unspecified damages, a permanent injunction, and attorneys’ fees and costs.
Mobileye Global, Inc. , the complaint alleges that certain Mobileye products directly and indirectly infringe both patents. The complaint seeks unspecified damages, a permanent injunction, and attorneys’ fees and costs. We have moved to dismiss the complaint for improper venue and await a ruling.
We intend to defend the matter vigorously. ​ Item 4. Mine Safety Disclosures Not applicable. ​ 70 Table of Contents PART II
No provision was recorded in the financial statements as of December 28, 2024. ​ Item 4. Mine Safety Disclosures Not applicable. ​ 72 Table of Contents PART II
Added
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.
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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.
Added
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 a putative class of purchasers of Mobileye Class A common stock offered in Mobileye’s June 5, 2023 secondary public offering.
Added
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.
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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.
Added
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.
Added
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. 71 Table of Contents 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.
Added
Mobileye was also named as a nominal defendant. On July 9th, 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.
Added
No provision for the consolidated derivative action was recorded in the financial statements as of December 28, 2024. U.S. Patent Litigation On January 26, 2024, Facet Technology Corp. (“Facet”) sued Mobileye in the U.S. District Court for the Eastern District of Texas for allegedly infringing two patents. Captioned Facet Technology Corp. v.
Added
On November 7, 2024, Mobileye Vision Technologies Ltd. and Mobileye Inc., each a wholly-owned indirect subsidiary of Mobileye Global Inc., sued Facet Technology Corp. in the U.S. District Court of Minnesota seeking a declaratory judgement that the Mobileye plaintiffs do not infringe either patent. We intend to defend the matter vigorously.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Mobileye under the Securities Act or the Exchange Act. 71 Table of Contents The following graph compares the cumulative total stockholder return on our Class A common stock with the comparable cumulative return of the NASDAQ Composite index and PHLX Semiconductor index.
Biggest changePerformance Graph The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Mobileye under the Securities Act or the Exchange Act. 73 Table of Contents The following graph compares the cumulative total stockholder return on our Class A common stock with the comparable cumulative return of the NASDAQ Composite index and PHLX Semiconductor index.
On January 31, 2024, there was 1 stockholder of record of our Class A common stock and 1 stockholder of record of our Class B common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers.
On January 31, 2025, there was 1 stockholder of record of our Class A common stock and 1 stockholder of record of our Class B common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations The following table sets forth our results of operations in dollars and as a percentage of revenue for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 30, December 31, December 25, ​ ​ ​ 2023 2022 2021 U.S. dollars in millions ​ Amount % of Revenue ​ Amount % of Revenue ​ Amount % of Revenue Revenue ​ $ 2,079 100 % $ 1,869 100 % $ 1,386 100 % Cost of revenue ​ 1,032 50 % 947 51 % 731 53 % Gross profit ​ 1,047 50 % 922 49 % 655 47 % Operating expenses: ​ ​ ​ ​ ​ ​ ​ Research and development, net ​ 889 43 % 789 42 % 544 39 % Sales and marketing ​ 118 6 % 120 6 % 134 10 % General and administrative ​ 73 4 % 50 3 % 34 2 % Total operating expenses ​ 1,080 52 % 959 51 % 712 51 % Operating income (loss) ​ $ (33) (2) % $ (37) (2) % $ (57) (4) % Interest income (expense) with related party, net and other financial income (expense), net ​ 49 2 % 5 — % — — % Income (loss) before income taxes ​ 16 1 % (32) (2) % (57) (4) % Benefit (provision) for income taxes ​ (43) (2) % (50) (3) % (18) (1) % Net income (loss) ​ $ (27) (1) % $ (82) (4) % $ (75) (5) % ​ (1) Includes amortization of acquired intangible assets, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 30, December 31, December 25, U.S. dollars in millions ​ 2023 ​ 2022 ​ 2021 Cost of revenue ​ $ 406 ​ $ 469 ​ $ 419 Sales and marketing ​ 68 ​ 75 ​ 90 Total amortization of acquired intangible assets ​ $ 474 ​ $ 544 ​ $ 509 ​ 79 Table of Contents (2) Includes share-based compensation expense, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 30, December 31, December 25, U.S. dollars in millions ​ 2023 ​ 2022 ​ 2021 Cost of revenue ​ $ 2 ​ $ 2 ​ $ 1 Research and development, net ​ 212 ​ 153 ​ 77 Sales and marketing ​ 7 ​ 5 ​ 4 General and administrative ​ 31 ​ 14 ​ 15 Total share-based compensation ​ $ 252 ​ $ 174 ​ $ 97 ​ Comparison of the years ended December 30, 2023 and December 31, 2022 Revenue In 2023, revenue was $2,079 million, up $210 million, or 11%, compared to 2022.
Biggest changeCertain net operating losses and tax credit carry-forward tax attributes generated by the Company that have been utilized as part of Intel’s consolidated income tax return filings, but have not been utilized by the Company under the separate return method approach, have been reflected in the consolidated financial statements because the Company will recognize a benefit based on the separate return method when determined to be realizable. 81 Table of Contents Results of Operations The following table sets forth our results of operations in dollars and as a percentage of revenue for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, December 30, December 31, ​ ​ ​ 2024 2023 2022 U.S. dollars in millions ​ Amount % of Revenue ​ Amount % of Revenue ​ Amount % of Revenue Revenue ​ $ 1,654 100 % $ 2,079 100 % $ 1,869 100 % Cost of revenue ​ 913 55 % 1,032 50 % 947 51 % Gross profit ​ 741 45 % 1,047 50 % 922 49 % Operating expenses: ​ ​ ​ ​ ​ ​ ​ Research and development, net ​ 1,083 65 % 889 43 % 789 42 % Sales and marketing ​ 118 7 % 118 6 % 120 6 % General and administrative ​ 70 4 % 73 4 % 50 3 % Goodwill impairment ​ ​ 2,695 ​ 163 % ​ — ​ — % ​ — ​ — % Total operating expenses ​ 3,966 240 % 1,080 52 % 959 51 % Operating income (loss) ​ $ (3,225) (195) % $ (33) (2) % $ (37) (2) % Interest income (expense) with related party, net and other financial income (expense), net ​ 62 4 % 49 2 % 5 — % Income (loss) before income taxes ​ (3,163) (191) % 16 1 % (32) (2) % Benefit (provision) for income taxes ​ 73 4 % (43) (2) % (50) (3) % Net income (loss) ​ $ (3,090) (187) % $ (27) (1) % $ (82) (4) % (1) Includes amortization of acquired intangible assets, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 28, December 30, December 31, U.S. dollars in millions ​ 2024 ​ 2023 ​ 2022 Cost of revenue ​ $ 376 ​ $ 406 ​ $ 469 Sales and marketing ​ 68 ​ 68 ​ 75 Total amortization of acquired intangible assets ​ $ 444 ​ $ 474 ​ $ 544 (2) Includes share-based compensation expense, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 28, December 30, December 31, U.S. dollars in millions ​ 2024 ​ 2023 ​ 2022 Cost of revenue ​ $ 2 ​ $ 2 ​ $ 2 Research and development, net ​ 244 ​ 212 ​ 153 Sales and marketing ​ 6 ​ 7 ​ 5 General and administrative ​ 27 ​ 31 ​ 14 Total share-based compensation ​ $ 279 ​ $ 252 ​ $ 174 ​ Comparison of the years ended December 28, 2024 and December 30, 2023 Revenue In 2024, revenue was $1,654 million, down $425 million, or 20%, compared to 2023.
This increase was mainly due to a lower cost attributable to amortization of intangible assets as a percentage of revenues, which was partially offset by the downward impact of the increased cost of our EyeQ™ SoCs (which was passed through as a price increase to our customers on a zero-margin basis).
This increase was mainly due to lower cost attributable to amortization of intangible assets as a percentage of revenues, which was partially offset by the downward impact of the increased cost of our EyeQ ™ SOCs (which was passed through as a price increase to our customers on a zero-margin basis).
This decrease was driven by withholding tax expense of $14 million related to a dividend distribution between entities within the Mobileye Group in 2022, which was partially offset by an increase in tax expense related to changes in the jurisdictional composition of our taxable income based on operational results and recognition of uncertain tax positions in 2023.
This decrease was driven by withholding tax expense of $14 million related to a dividend distribution between entities within the Mobileye Group in 2022, which was partially offset by an increase in tax expense related to changes in jurisdictional composition of our taxable income based on operational results and recognition of uncertain tax positions in 2023.
Investing activities Net cash used in investing activities in 2023 was $98 million, consisting of capital expenditures in connection with the construction of our campus and electronic equipment. Net cash provided by investing activities in 2022 was $1,187 million, consisting primarily of $1,299 million net repayment of a loan by Intel, partially offset by capital expenditures.
Net cash used in investing activities in 2023 was $98 million, consisting of capital expenditures in connection with the construction of our campus and electronic equipment. Net cash provided by investing activities in 2022 was $1,187 million, consisting primarily of $1,299 million net repayment of a loan by Intel, partially offset by capital expenditures.
We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures our management (and Intel’s management) uses in operating our business and measuring our performance, and enable comparison of financial trends and results between periods where items may vary independent of business performance.
We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures our management uses in operating our business and measuring our performance, and enable comparison of financial trends and results between periods where items may vary independent of business performance.
Starting in late 2022 and early 2023, such supply chain 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.
Starting in late 2022 and early 2023, such supply chain 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 of chips.
We generate the majority of our revenue from the sale of our EyeQ™ SoCs to OEMs through sales to Tier 1 automotive suppliers that implement our product into vehicles, in which case our direct customer is the Tier 1 automotive supplier that is responsible for paying us for our products.
We generate the majority of our revenue from the sale of our EyeQ ™ SoCs to OEMs primarily through sales to Tier 1 automotive suppliers that implement our product into vehicles, in which case our direct customer is the Tier 1 automotive supplier that is responsible for paying us for our products.
We generate the majority of our revenue from the sale of our EyeQ TM SoCs to OEMs through sales to Tier 1 automotive suppliers. We typically sell our products with volume-based pricing and recognize the revenue and costs associated with our products upon shipment.
We generate the majority of our revenue from the sale of our EyeQ ™ SoCs to OEMs through sales to Tier 1 automotive suppliers. We typically sell our products with volume-based pricing and recognize the revenue and costs associated with our products upon shipment.
This increase in revenue was primarily due to an increase of $189 million, or 11%, in EyeQ™ revenue attributable to an 11% increase in volume, with ASP remaining consistent with prior year, some increase in Supervision sales and initial sales of self-driving systems.
This increase in revenue was primarily due to an increase of $189 million, or 11%, in EyeQ ™ SoC revenue, attributable to an 11% increase in volume, with ASP remaining consistent with prior year, some increase in SuperVision ™ sales and initial sales of self-driving systems.
The participation reimbursement that we receive does not depend on whether there are future benefits from the project. All intellectual property generated from these arrangements are exclusively owned by us. 77 Table of Contents We intend to continue our significant investment in research and development activities to attain our strategic objectives.
The participation reimbursement that we receive does not depend on whether there are future benefits from the project. All intellectual property generated from these arrangements are exclusively owned by us. 79 Table of Contents We intend to continue our significant investment in research and development activities to attain our strategic objectives.
We expect our general and administrative expenses to increase in absolute dollars but to decrease as a percentage of total revenue as our business grows.
We expect our general and administrative expenses to moderately increase in absolute dollars but to decrease as a percentage of total revenue as our business grows.
However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis. 75 Table of Contents ASP varies based on a solution’s applications and complexity. As a particular solution matures and unit volumes increase, we expect its ASP to decline.
However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis. 77 Table of Contents ASP varies based on a solution’s applications and complexity. As a particular solution matures and unit volumes increase, we expect its ASP to decline.
We expect that our development of software-defined imaging radar will provide a significant cost advantage by eliminating the need for multiple high-cost lidars around the vehicle and require only a single front-facing lidar, significantly lowering the overall cost of the required sensors compared to solutions that use lidar centric or lidar-only systems. Regulation for ADAS and autonomous driving solutions .
We expect that our development of software-defined imaging radar will provide a significant cost advantage by eliminating the need for multiple high-cost lidars around the vehicle and require only a single front-facing lidar, significantly lowering the overall cost of the required sensors compared to solutions that use lidar centric or lidar-only systems. 76 Table of Contents Regulation for ADAS and autonomous driving solutions .
Sales of our SuperVision™ product represented the majority of the remainder of our revenue for both 2023 and 2022. Revenue from the sale of our EyeQ™ products, SuperVision™ products is recognized at the time of product shipment from our facilities, as determined by the agreed-upon shipping terms.
Sales of our SuperVision ™ product represented the majority of the remainder of our revenue for both 2024 and 2023. Revenue from the sale of our EyeQ ™ products and SuperVision ™ products is recognized at the time of product shipment from our facilities, as determined by the agreed-upon shipping terms.
Sales and Marketing Expenses Sales and marketing expenses consist primarily of expenses associated with the amortization of acquired intangible assets, comprised of customer relationships and branding costs, personnel-related expenses, including share-based compensation of our sales force, as well as marketing expenses and allocated overhead costs.
Sales and Marketing Expenses Sales and marketing expenses consist primarily of expenses associated with the amortization of acquired intangible assets, comprised of customer relationships and brands, personnel-related expenses, including share-based compensation of our sales force, as well as marketing expenses and allocated overhead costs.
We also expect the costs of our insurance, including directors’ and officers’ insurance and insurance coverage for AV activity, to increase as a result of higher premiums. 76 Table of Contents In addition, in connection with the Mobileye IPO, we established an equity incentive plan for purposes of granting share-based compensation awards to certain members of our senior management, to our non-executive directors and to employees, to incentivize their performance and align their interests with ours.
We also expect the costs of our insurance, including directors’ and officers’ insurance and insurance coverage for AV activity, to increase as a result of higher premiums. 78 Table of Contents In addition, in connection with the Mobileye IPO, we established an equity incentive plan for purposes of granting share-based compensation awards to certain members of our senior management, to our non-employee directors and to employees, to incentivize their performance and align their interests with ours.
Because of the complex nature of our products and the need to customize and validate a product and to integrate it into the OEM’s overall ADAS system, we also have strong direct relationships with the OEMs. EyeQ™ SoC sales represented approximately 89% of our revenue for the years 2023 and 2022, respectively.
Because of the complex nature of our products and the need to customize and validate a product and to integrate it into the OEM’s overall ADAS system, we also have strong direct relationships with the OEMs. EyeQ ™ SoC sales represented approximately 86% and 89% of our revenue for the years 2024 and 2023, respectively.
We expect to increase our sales and marketing expenses as we continue our efforts to increase market awareness of the benefits of our solutions, but we expect sales and marketing expenses to decrease as a percentage of total revenue as our business grows.
We expect to increase our sales and marketing expenses over time, as we continue our efforts to increase market awareness of the benefits of our solutions, but we expect sales and marketing expenses to decrease as a percentage of total revenue as our business grows.
We completed the Reorganization and Mobileye IPO in October 2022. Our Business Model We currently derive substantially all of our revenue from our commercially deployed ADAS solutions.
We completed the Reorganization and Mobileye IPO in October 2022. Our Business Model We currently derive substantially all of our revenue from our commercially deployed ADAS solutions, including our Premium ADAS solutions.
The severance pay liability with respect to Israeli employees is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. 83 Table of Contents Our liability for all of our Israeli employees is covered by monthly deposits with severance pay funds.
The severance pay liability with respect to Israeli employees is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. Our liability for all of our Israeli employees is covered by monthly deposits with severance pay funds.
Actual results may materially differ from the results implied by these estimates and judgments under different assumptions or conditions. 87 Table of Contents Intangible Assets Our consolidated financial statements include acquisition-related intangible assets, consisting of developed technology and customer relationships and brands.
Actual results may materially differ from the results implied by these estimates and judgments under different assumptions or conditions. Intangible Assets Our consolidated financial statements include acquisition-related intangible assets, consisting of developed technology and customer relationships and brands.
Accordingly, we expect research and development expenses to increase in absolute dollars, but to gradually decrease as a percentage of total revenue, over time.
Accordingly, we expect research and development expenses to increase in absolute dollars, but to gradually decrease as a percentage of total revenue.
We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions we operate in. 78 Table of Contents During the years presented in our consolidated financial statements, certain components of our business operations were included in the consolidated U.S. tax return filed by Intel.
We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions in which we operate. During the years presented in our consolidated financial statements, certain components of our business operations were included in the consolidated U.S. tax return filed by Intel.
This increase was mainly due to an increase of $17 million in share-based compensation, as well as costs related to being a public company. 80 Table of Contents Interest Income (expense) with Related Party, net and Other Financial Income (expense), net Interest income (expense) with related party, net in 2023 was $0 compared to $(6) million in 2022.
This increase was mainly due to an increase of $17 million in share-based compensation, as well as costs related to being a public company. Interest Income (Expenses) with related party, net and Other Financial Income (expense), net Interest income (expense) with related party, net in 2023 was $0 million compared $(6) million in 2022.
Components of Results of Operations Revenue We currently derive substantially all of our revenue from our commercially deployed ADAS solutions.
Components of Results of Operations Revenue We currently derive substantially all of our revenue from our commercially deployed ADAS solutions including our Premium ADAS solutions.
In the year ended December 30, 2023 we had no interest income (expense) with related party since the outstanding balance of both the Dividend Note and a loan to Intel were zero as of December 31, 2022.
In the years ended December 28, 2024 and December 30, 2023, we had no interest income (expense) with related party since the outstanding balance of both the Dividend Note and a loan to Intel were zero as of December 31, 2022.
We have also established relationships with several suppliers, such as Quanta Computer, to develop and assemble our ECUs, including the design for our Mobileye SuperVision ™ , which includes our EyeQ™5 SoCs manufactured by STMicroelectronics. 73 Table of Contents Our close partnership with Intel exists on multiple fronts.
We have also established relationships with several suppliers, such as Quanta Computer, to develop and assemble our ECUs, including the design for our Mobileye SuperVision ™ , which includes our EyeQ ™ 5 and EyeQ ™ 6 SoCs manufactured by STMicroelectronics. Our close partnership with Intel exists on multiple fronts.
However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis. Our Adjusted Gross Margin decreased from 75% for 2022 to 70% for 2023.
However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis. Our Adjusted Gross Margin decreased from 70% for 2023 to 68% for 2024.
Adjusted Net Income We define Adjusted Net Income as net income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, share-based compensation expenses and expenses related to the Mobileye IPO, as well as the related income tax effects.
Adjusted Net Income We define Adjusted Net Income as net income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, share-based compensation expenses and impairment of goodwill, as well as the related income tax effects.
Together with Tier 1 automotive suppliers, we work closely with OEMs to understand their solution requirements and have built close long-term relationships with them extending across multiple generations of EyeQ™ products, though there is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins. 74 Table of Contents Investment in technology leadership and product development .
Together with Tier 1 automotive suppliers, we work closely with OEMs to understand their solution requirements and have built close long-term relationships with them extending across multiple generations of EyeQ ™ products, though there is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins.
General and Administrative Expenses General and administrative expenses consist of personnel-related expenses, including share-based compensation of our executive, insurance costs, finance, and legal departments as well as legal and accounting fees, litigation expenses, and fees for professional and contract services.
General and Administrative Expenses General and administrative expenses consist of personnel-related expenses, including share-based compensation of our executive, insurance costs, expenses associated with finance and legal departments, including legal and accounting fees, litigation expenses, and fees for professional and contract services.
We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business performance, such as the amortization of intangible assets and certain expenses related the Mobileye IPO, enables management and our investors to compare our underlying business performance from period-to-period.
We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business performance, such as the amortization of intangible assets, enables management and our investors to compare our underlying business performance from period-to-period.
In the future, propelled by our next generation of EyeQ TM SoCs, our surround computer vision Mobileye SuperVision™ solution, productization of software-defined imaging radars and our True Redundancy™ architecture, we believe that we will be positioned to deliver an autonomous driving solution that can enable the mass adoption of AV.
In the future, propelled by our next generation of EyeQ ™ SoCs, including our EyeQ ™ 6 SoC, our Compound AI system architecture, including True Redundancy ™ , our surround computer vision Mobileye SuperVision ™ solution, and our software-defined imaging radars, we believe that we will be positioned to deliver an autonomous driving solution that can enable the mass adoption of AV.
Additionally, in accordance with ASC 350, we first assess qualitative factors to determine the existence of events or circumstances which indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
The analysis may include both qualitative and quantitative factors to assess the likelihood of impairment. Additionally, in accordance with ASC 350, we first assess qualitative factors to determine the existence of events or circumstances which indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Income Taxes 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. Certain components of the Company’s business operations were included in the consolidated U.S. income tax return filed by Intel.
The Company did not record any impairment of goodwill in 2023 and 2022. Income Taxes 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. Certain components of the Company’s business operations were included in the consolidated U.S. income tax return filed by Intel.
As of December 30, 2023, our solutions had been installed in approximately 800 vehicle models (including local country, year, and other vehicle model variations), and our SoCs had been deployed in approximately 170 million vehicles. We are actively working with more than 50 OEMs worldwide on the implementation of our ADAS solutions.
As of December 28, 2024, our solutions had been installed in approximately 1200 vehicle models (including local country, year, and other vehicle model variations), and our SoCs had been deployed in over 200 million vehicles. We are actively working with more than 50 OEMs worldwide on the implementation of our ADAS solutions.
Our primary uses of funds have been for funding increases in headcount in our research and development departments, investments attributable to new product development and outflows related to re-building our strategic inventory, as well as for funding our capital expenditures.
Our primary uses of funds have been for funding increases in headcount in our research and development departments, investments attributable to new product development, as well as for funding our capital expenditures.
Adjusted Gross Profit and Margin We define Adjusted Gross Profit as gross profit presented in accordance with GAAP, excluding amortization of acquisition related intangibles and share-based compensation expense. Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by total revenue.
Adjusted Gross Profit and Margin We define Adjusted Gross Profit as gross profit presented in accordance with GAAP, excluding amortization of acquisition related intangibles and share-based compensation expense.
We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Use of the term “more likely than not” indicates the likelihood of occurrence is greater than 50%.
We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.
Critical Accounting Policies and Estimates Our audited consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgements, assumptions and estimates that affect the amounts reported.
GAAP. The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgements, assumptions and estimates that affect the amounts reported.
Our future capital requirements will depend on many factors, including our growth rate and the timing and extent of operating expenses. We have lease obligations and other contractual obligations and commitments as part of our ordinary course of business.
We continue to invest in equipment related to the development of our next generation products. Our future capital requirements will depend on many factors, including our growth rate and the timing and extent of operating expenses. We have lease obligations and other contractual obligations and commitments as part of our ordinary course of business.
The primary reasons for the growth in general and administrative expenses will be the costs related to being a public company, including the need to hire more personnel to support compliance with the applicable provisions of the Sarbanes-Oxley Act and other SEC rules and regulations as well as increased premiums for directors’ and officers’ insurance and the increased use of share-based compensation for general and administrative personnel.
The expected increase is mainly associated with the costs related to being a public company, including the need to hire more personnel to support compliance with SEC rules and regulations and the applicable provisions of the Sarbanes-Oxley Act, as well as increased premiums for directors’ and officers’ insurance and the increased use of share-based compensation for general and administrative personnel.
Our results of operations in 2023 have not been impacted by any shortfall of chips. Our reliance on single or limited suppliers and vendors for certain components, equipment, and services and the aforementioned shortages of substrates and other components have led to increased supply chain risks and continue to stress our ability to meet the supply demands of our customers.
Our reliance on single or limited suppliers and vendors for certain components, equipment, and services and the aforementioned shortages of substrates and other components have led to increased supply chain risks and continue to stress our ability to meet the supply demands of our customers.
The decrease was due to zero outstanding balances of both the Dividend Note and the loans to Intel as of December 31, 2022. Other financial income (expense) net in 2023, was $49 million compared to $11 million in 2022. This increase was mainly due to interest earned on investment in money market funds.
The decrease was due to zero outstanding balances of both the Dividend Note and the loans to Intel as of December 31, 2022. Other financial income (expense), net in 2023, was $49 million compared to $11 million in 2022.
The revenue that we may recognize in any given year is attributable to program design wins in previous years. We partner with STMicroelectronics, a leading supplier and innovator of semiconductor devices for automotive applications, in manufacturing, design, and research and development. We have co-developed six generations of our automotive grade SoC, EyeQ™, with STMicroelectronics including EyeQ™5 and EyeQ™6.
The revenue that we may recognize in any given year is attributable to program design wins in previous years. We partner with STMicroelectronics, a leading supplier and innovator of semiconductor devices for automotive applications, in manufacturing, design, and research and development.
Set forth below is the reconciliation of gross profit to Adjusted Gross Profit and the calculations of gross margin and Adjusted Gross Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ % of ​ % of ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Gross profit and margin ​ $ 1,047 50 % $ 922 49 % $ 655 47 % Add: Amortization of acquired intangible assets ​ 406 20 % 469 25 % 419 30 % Add: Share-based compensation expense ​ 2 — % 2 — % 1 — % Adjusted gross profit and margin ​ $ 1,455 70 % $ 1,393 75 % $ 1,075 78 % ​ Our Gross Margin (gross profit as a percentage of revenue) and Adjusted Gross Margin (adjusted gross profit as a percentage of revenue) reflect the high value-added nature of our solutions.
Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by total revenue. 87 Table of Contents Set forth below is the reconciliation of gross profit to Adjusted Gross Profit and the calculations of gross margin and Adjusted Gross Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ % of ​ % of ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Gross profit and margin ​ $ 741 45 % $ 1,047 50 % $ 922 49 % Add: Amortization of acquired intangible assets ​ 376 23 % 406 20 % 469 25 % Add: Share-based compensation expense ​ 2 — % 2 — % 2 — % Adjusted gross profit and margin ​ $ 1,119 68 % $ 1,455 70 % $ 1,393 75 % ​ Our Gross Margin (gross profit as a percentage of revenue) and Adjusted Gross Margin (adjusted gross profit as a percentage of revenue) reflect the high value-added nature of our solutions.
To fund our cash requirements in the ordinary course of business, we anticipate that we will continue to primarily rely on operating cash flows, supplemented by our total cash and cash equivalents.
To fund our cash requirements in the ordinary course of business, we anticipate that we will continue to primarily rely on operating cash flows, supplemented by our total cash and cash equivalents. We expect our total capital expenditures for 2025 to be higher compared to our total capital expenditures in 2024.
The decrease was primarily due to the downward impact of the increased cost of our EyeQ™ SoCs (which was passed through as a price increase to our customers on a zero-margin basis). Our Adjusted Gross Margin decreased from 78% for 2021 to 75% for 2022.
The decrease was primarily due to the downward impact of the increased cost of our EyeQ ™ SoCs (which was passed through as a price increase to our customers on a zero-margin basis).
Research and Development Expenses, net Research and development expenses primarily consist of expenses related to personnel, facilities, equipment and supplies for research and development activities including share-based compensation, material, parts and other prototype development, cloud computing services, consulting, and other professional services, including data labeling, quality assurance within the development programs, and allocated overhead costs.
Research and Development Expenses, net Research and development expenses primarily consist of expenses associated with personnel related expenses, facilities, equipment and supplies for research and development activities, materials, parts and other prototype development, cloud computing services, consulting and other professional services, quality assurance within the development programs, and allocated overhead costs.
We expect that in the near term our research and development expenses will increase compared to 2023, mainly due to additional research and development headcount and higher direct expenses that we expect to incur in connection with the development of our new EyeQ™ SoC generations, Premium Driver-Assist offerings and the productization of our AV solutions and active sensor suite.
The expected increase is mainly due to additional research and development headcount and higher direct expenses that we expect to incur in connection with the development of our new EyeQ ™ SoC generations, Premium Driver-Assist offerings and the investment in software and hardware infrastructure for our AV solutions and active sensor suite.
Other financial income (expense), net, consists primarily of income related to investments in money market funds, as well as income from short term deposits and fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies.
Other financial income (expense), net, consists primarily of income related to investments in money market funds, as well as income from short term deposits, fair value revaluation of equity investments and fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies. 80 Table of Contents Benefit (provision) for income taxes Benefit (provision) for income taxes consists primarily of income taxes related to the United States, Israel and other foreign jurisdictions in which we conduct business.
Our capital expenditures have related mainly to the construction of our new sites and campus, data storage and other computer related equipment and were $98 million and $111 million for 2023 and 2022, respectively.
Our capital expenditures have related mainly to data storage and other computer related equipment, expenditure related to research and development projects and to the construction of new sites and were $81 million and $98 million for 2024 and 2023, respectively.
Accordingly, we believe these adjustments facilitate a useful evaluation of our current operating performance and comparison to our past operating performance and provide investors with additional means to evaluate cost and expense trends.
Accordingly, we believe these adjustments facilitate a useful evaluation of our current operating performance and comparison to our past operating performance and provide investors with additional means to evaluate cost and expense trends. In addition, we also believe these adjustments enhance comparability of our financial performance against those of other technology companies.
However, continued or future constraints on global automotive production resulting from supply chain shortages and the effects of economic uncertainty may be a limiting factor on our ability to increase revenue.
Continued or future constraints on global automotive production resulting from the effects of economic uncertainty, both global and in specific markets in which we operate, may be a limiting factor on our ability to increase revenue.
We believe our ability to continue to develop and design highly advanced and cost-efficient ADAS and AV solutions will position us to extend our technology leadership and encourage greater adoption of our solutions by enabling greater levels of autonomy. We also believe that our roadmap for future generations of EyeQ™ SoCs and advanced systems will ultimately power autonomous driving solutions.
We believe our ability to continue to develop and design highly advanced and cost-efficient ADAS and AV solutions will position us to extend our technology leadership and encourage greater adoption of our solutions by enabling greater levels of autonomy.
Severance pay liability was $56 million as of December 31, 2022, and December 30, 2023. Lease liabilities We have lease agreements for vehicles and offices. We lease office space in various locations in Israel and around the world including USA, Germany and China.
Severance pay liability increased from $56 million as of December 30, 2023, to $62 million and as of December 28, 2024, reflecting mainly the impact of annual salary increases. Lease liabilities We have lease agreements for vehicles and offices. We lease office space in various locations in Israel and around the world including USA, Germany and China.
The financial data herein includes costs of our business, which may not, however, reflect the expenses we would have incurred as a stand-alone company for the periods presented. Following the completion of the Mobileye IPO, the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
The financial data herein includes costs of our business, which may not, however, reflect the expenses we would have incurred as a stand-alone company for the periods presented.
A quantitative impairment test is only required if we determine, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit.
A quantitative impairment test is only required if we determine, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount.
Economic conditions in North America, Europe and Asia can have a large impact on the production volume of new vehicles, and, accordingly, have an impact on our revenue.
Our business performance is related to global automotive sales and automotive vehicle production by our OEM customers. Economic conditions in North America, Europe and Asia can have a large impact on the production volume of new vehicles, and, accordingly, have an impact on our revenue.
The EyeQ™ family design further enables scalable ECU architectures, from supporting a variety of ADAS solution architectures to hosting the full workload of autonomous driving, while meeting stringent cost and power efficiency requirements.
We also believe that our roadmap for future generations of EyeQ ™ SoCs and advanced systems will ultimately power autonomous driving solutions. The EyeQ ™ family design further enables scalable ECU architectures, from supporting a variety of ADAS solution architectures to hosting the full workload of autonomous driving, while meeting stringent cost and power efficiency requirements.
The Company has entered into the Tax Sharing Agreement with Intel that establishes the respective rights, responsibilities and obligations of the Company and Intel with respect to tax matters and, therefore, ultimately governs the amount payable to Intel with respect to income taxes. 88 Table of Contents Any differences between taxes currently payable to Intel under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital in the consolidated statement of shareholders’ equity and financing activities within the consolidated statement of cash flows.
Any differences between taxes currently payable to Intel under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital in the consolidated statement of shareholders’ equity and financing activities within the consolidated statement of cash flows.
Lease liabilities, representing the present value of future lease payments, have decreased from $58 million as of December 31, 2022 to $51 million as of December 30, 2023, reflecting mainly the progress in lease payments for existing arrangements.
Lease liabilities, representing the present value of future lease payments, have decreased from $51 million as of December 30, 2023 to $50 million as of December 28, 2024, reflecting mainly the progress in lease payments for existing arrangements partially offset by new lease contracts and amendments to existing agreements.
Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realization threshold.
Use of the term “more likely than not” indicates the likelihood of occurrence is greater than 50%. 91 Table of Contents Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realization threshold.
Additional program design wins for production programs are important to our future revenue growth. However, the revenue generated by each design win and the time necessary to achieve a design win can vary significantly. To achieve program design wins, we must maintain our technological leadership and continue to deliver differentiated solutions versus our competition through investment in research and development.
Additional program design wins for production programs are important to our future revenue growth. However, the revenue generated by each design win and the time necessary to achieve a design win can vary significantly.
We are eligible for certain tax benefits in Israel under the Investment Law, at a reduced tax rate, subject to specified terms.
We also have incurred deferred tax liabilities with respect to tax amortization of certain acquired intangible assets. We are eligible for certain tax benefits in Israel under the Investment Law, at a reduced tax rate, subject to specified terms.
Income tax effects have been calculated using the applicable statutory tax rate for each adjustment taking into consideration the associated valuation allowance impacts.
Income tax effects have been calculated using the applicable statutory tax rate for each adjustment taking into consideration the associated valuation allowance impacts. The adjustment for income tax effects consists primarily of the deferred tax impact of the amortization of acquired intangible assets and impairment of goodwill.
Our portfolio of solutions is built upon a comprehensive suite of purpose-built software and hardware technologies designed to provide the capabilities needed to make the future of ADAS and autonomous driving a reality.
We pioneered ADAS technology more than 20 years ago and have continuously expanded the scope of our ADAS offerings, while leading the evolution to autonomous driving solutions. Our portfolio of solutions is built upon a comprehensive suite of purpose-built software and hardware technologies designed to provide the capabilities needed to make the future of ADAS and autonomous driving a reality.
You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this report for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 72 Table of Contents Our financial data for 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 using the historical results of operations and the historical basis of assets and liabilities.
You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this report for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
The adjustment for income tax effects consists primarily of the deferred tax impact of the amortization of acquired intangible assets. 86 Table of Contents Set forth below is the reconciliation of net income (loss) to Adjusted Net Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Net income (loss) ​ $ (27) (1) % $ (82) (4) % $ (75) (5) % Add: Amortization of acquired intangible assets ​ 474 23 % 544 29 % 509 37 % Add: Share-based compensation expense ​ 252 12 % 174 9 % 97 7 % Add: Expenses related to the Mobileye IPO ​ — — % 4 — % — — % Less: Income tax effects ​ (40) (2) % (35) (2) % (57) (4) % Adjusted net income ​ $ 659 32 % $ 605 32 % $ 474 34 % ​ Our net loss decreased by $55 million in 2023 compared to 2022, primarily due to increase in revenue in addition to a decrease in amortization expense of intangible assets, partially offset by an increase of share-based compensation expense and an increase in financial income in 2023.
Set forth below is the reconciliation of net income (loss) to Adjusted Net Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Net income (loss) ​ $ (3,090) (187) % $ (27) (1) % $ (82) (4) % Add: Amortization of acquired intangible assets ​ 444 27 % 474 23 % 544 29 % Add: Share-based compensation expense ​ 279 17 % 252 12 % 174 9 % Add: Expenses related to the Mobileye IPO ​ — — % — — % 4 — % Add: Goodwill impairment ​ ​ 2,695 ​ 163 % ​ — ​ — % ​ — ​ — % Less: Income tax effects ​ (123) (7) % (40) (2) % (35) (2) % Adjusted net income ​ $ 205 12 % $ 659 32 % $ 605 32 % ​ Our Net Loss increased by $3,063 million in 2024 compared to 2023, primarily due to a goodwill impairment loss recognized during the third quarter of 2024.
Net cash provided by financing activities in 2021 was $91 million, as a result of a net contribution from Intel. Liability in respect of employee rights upon retirement Israeli labor laws and agreements require severance payments upon dismissal of an employee or upon termination of employment in other circumstances.
Liability in respect of employee rights upon retirement Israeli labor laws and agreements require severance payments upon dismissal of an employee or upon termination of employment in other circumstances.
Additional costs are royalty fees for the intellectual property that is included in the EyeQ™ SoC, personnel-related expenses, logistics and insurance costs and allocated overhead costs. As we develop and sell full systems that include hardware beyond EyeQ™ SoCs, we expect that our gross margin will decrease because of the greater hardware content included in our solutions.
As we develop and sell full systems that include hardware beyond EyeQ ™ SoCs, we expect that our gross margin will decrease over time because of the greater hardware content included in our solutions.
Set forth below is the reconciliation of operating income (loss) to Adjusted Operating Income and the calculations of Operating Margin and Adjusted Operating Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 30, ​ December 31, ​ December 25, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ % of ​ ​ % of ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Operating income (loss) and operating margin ​ $ (33) (2) % $ (37) (2) % $ (57) (4) % Add: Amortization of acquired intangible assets ​ 474 23 % 544 29 % 509 37 % Add: Share-based compensation expense ​ 252 12 % 174 9 % 97 7 % Add: Expenses related to the IPO ​ — — % 4 — % — — % Adjusted operating income and margin ​ $ 693 33 % $ 685 37 % $ 549 40 % ​ Our operating loss decreased by $4 million in 2023 compared to 2022, mainly as a result of growth in our overall business, in addition to a decrease in amortization of acquired intangible assets, partially offset by an increase in research and development, general and administrative expenses and an increase of share-based compensation expense.
Set forth below is the reconciliation of operating income (loss) to Adjusted Operating Income and the calculations of Operating Margin and Adjusted Operating Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ % of ​ ​ % of ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Operating income (loss) and operating margin ​ $ (3,225) (195) % $ (33) (2) % $ (37) (2) % Add: Amortization of acquired intangible assets ​ 444 27 % 474 23 % 544 29 % Add: Share-based compensation expense ​ 279 17 % 252 12 % 174 9 % Add: Expenses related to the IPO ​ — — % — — % 4 — % Add: Goodwill impairment ​ ​ 2,695 ​ 163 % ​ — ​ — % ​ — ​ — % Adjusted operating income and margin ​ $ 193 12 % $ 693 33 % $ 685 37 % ​ 88 Table of Contents Our operating loss increased by $3,192 million in 2024 compared to 2023, mainly as a result of a goodwill impairment loss recognized during the third quarter of 2024.
ADAS volumes have grown faster in recent years than the overall automotive market as ADAS penetration rates have increased, and we believe that we will continue to benefit from that trend. Our revenue of $2,079 million for the year ended December 30, 2023 was up 11% year-over-year, outperforming the increase of global automotive production.
ADAS volumes have grown faster in recent years than the overall automotive market as ADAS penetration rates have increased, and we believe that we will continue to benefit from that trend.
Our quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit’s fair value. Significant estimates include business projections, growth rates, estimated costs, and discount rates based on a reporting unit’s weighted average cost of capital.
Significant estimates include business projections, growth rates, and discount rates 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.
Our OEM customers’ production can vary from period to period due to global demand, market conditions and competitive conditions, as well as other factors, including the long-term effects of the COVID-19 pandemic and the global semi-conductor shortage.
Our OEM customers’ production can vary from period to period due to global demand, market conditions and competitive conditions, geopolitical issues including trade restrictions and tariffs, as well as other factors.
Goodwill We perform 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. The analysis may include both qualitative and quantitative factors to assess the likelihood of impairment.
The Company did not record any impairment of intangible assets for any of the periods presented. Goodwill We perform 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.
Net cash used in investing activities in 2021 was $157 million, primarily relating to capital expenditures in connection with the construction of our campus. Financing activities Net cash used in financing activities in 2023 was $100 million, consisting of share-based compensation recharge payments made to Intel.
Financing activities Net cash used in financing activities in 2024 and 2023 was $66 million and $100 million, respectively, consisting of share-based compensation recharge payments made to Intel.
We may also license certain technologies from Intel that support design and development of our software-defined radar, including Intel’s mmWave technologies. Additionally, we intend to explore a collaboration with Intel on a technology platform to integrate our EyeQ™ SoC with Intel’s market leading central compute capability, with plans to utilize Intel Foundry Services’ advanced packaging capabilities.
Additionally, we intend to explore a collaboration with Intel on a technology platform to integrate our EyeQ ™ SoC with Intel’s market leading central compute capability, with plans to utilize Intel Foundry Services’ advanced packaging capabilities. This potential platform is intended to enable functions essential to safety, entertainment, and cloud connectivity.
The increase was mainly driven by the increase in revenue from our EyeQ™ SoC sales, as well as the sales of our SuperVision™ solution, partially offset by the increase in amortization of intangible assets. Our gross margin increased from 47% during 2021, to 49% during 2022.
The decrease was mainly due to the decrease in revenue from our EyeQ ™ SoC sales, partially offset by the decrease in amortization expenses of intangible assets. Our gross margin decreased from 50% during 2023, to 45% during 2024.
In addition, we also believe these adjustments enhance comparability of our financial performance against those of other technology companies. 84 Table of Contents Our non-GAAP financial measures reflect adjustments for amortization charges for our acquisition-related intangible assets, share-based compensation expense and certain expenses related to the Mobileye IPO as well as the related income tax effects where applicable.
Our non-GAAP financial measures reflect adjustments for amortization charges for our acquisition-related intangible assets, share-based compensation expense, impairment of goodwill as well as the related income tax effects where applicable.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDuring the fourth quarter of 2022, we de-designated the remaining cash flow hedges for forecasted operating expenses denominated in ILS and will no longer be participating in Intel’s corporate hedging program. We plan to reassess what, if any, hedging arrangements we will have in subsequent fiscal years.
Biggest changeDuring the fourth quarter of 2022, we de-designated the remaining cash flow hedges for forecasted operating expenses denominated in ILS and will no longer be participating in Intel’s corporate hedging program. 92 Table of Contents During the fourth quarter of 2024 we initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting mainly from ILS payroll expenses.
This exposure to U.S. dollar/New Israeli Shekel exchange rates results from the nine months ended December 30, 2023, since in the first quarter of 2023 we were still affected by the hedging program with Intel and therefore the effect of the exchange rates would not have had a material impact on our cash flows.
This exposure to U.S. dollar / New Israeli Shekel exchange rates in 2023 resulted from the nine months ended December 30, 2023, since in the first quarter of 2023 we were still affected by the hedging program with Intel and therefore the effect of the exchange rates would not have had a material impact on our cash flows.
To minimize this risk, we invest in institutional investors money market funds, which consist of high-grade securities, including U.S. treasury bonds. Our short term deposits are redeemable upon demand and held in banks domiciled in the U.S. and Europe, as well as in Israel.
To minimize this risk, we invest in institutional investors money market funds, which consist of high-grade securities. Our short term deposits are redeemable upon demand and held in banks domiciled in the U.S. and Europe, as well as in Israel.
Our market risk exposure is primarily a result of foreign currency exchange rates and interest rates. Interest Rate Risk Our investments in money market funds and short term deposits are subject to market risk due to changes in interest rates, which may affect our interest income and fair market value of our investments.
Our market risk exposure is primarily a result of foreign currency exchange rates and interest rates. Interest Rate Risk Our investments in money market funds, U.S. government bonds and short term deposits are subject to market risk due to changes in interest rates, which may affect our interest income and fair market value of our investments.
The primary objectives of our investments in money market funds and short term deposits is to fund our cash requirements in the ordinary course of business and preserve principal. We do not enter into investments for trading or speculative purposes. 89 Table of Contents Foreign Currency Exchange Risk The U.S. dollar is our functional currency.
The primary objectives of our investments in money market funds, U.S. government bonds and short term deposits is to fund our cash requirements in the ordinary course of business and preserve principal. We do not enter into investments for trading or speculative purposes. Foreign Currency Exchange Risk The U.S. dollar is our functional currency.
The effect of a 10% change in the U.S. dollar/New Israeli Shekel exchange rate would not have had a material impact on our cash flows in the years ended December 31, 2022 and December 25, 2021 due to our hedging services agreement with Intel. ​ ​ 90 Table of Contents
The effect of a 10% change in the U.S. dollar / New Israeli Shekel exchange rate would not have had a material impact on our cash flows in the year ended December 31, 2022 due to our hedging services agreement with Intel. ​ ​ 93 Table of Contents
As of December 30, 2023 and December 31, 2022, our investment in money market funds was $932 million and $551 million, respectively and our short term deposits were $222 million and $285 million, respectively.
As of December 28, 2024 and December 30, 2023, our investment in money market funds was $951 million and $932 million, respectively; our U.S. government bonds were $33 million and zero, respectively; and our short term deposits were $419 million and $222 million, respectively.
Added
The Company hedges portions of its forecasted payroll payments denominated in ILS using forward contracts that are designated as cash flow hedges, as defined by ASC 815. If the New Israeli Shekel had strengthened by 10% against the U.S. dollar, it would have decreased our cash flows by approximately $67 million in the year ended December 28, 2024.

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