<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 2, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 0-6217
INTEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Delaware 94-1672743
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2200 Mission College Boulevard; Santa Clara,
California 95052-8119
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(408) 765-8080
(Registrant's telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last
report.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. Yes X No
Shares outstanding of the Registrant's common stock
as of April 2, 1994
<TABLE>
<S> <C>
Class Outstanding at April 2, 1994
Common Stock, $.001 par value 419.6 million
</TABLE>
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<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Intel Corporation
Consolidated Condensed Statements of Income (unaudited)
(in millions, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------
APR. MAR.
2, 27,
1994 1993
------ -------
<S> <C> <C>
Net revenues............................................. $2,660 $2,023
Costs and expenses:
Cost of sales.......................................... 1,124 718
Research and development............................... 265 224
Marketing, general and administrative.................. 344 262
------ -------
Operating costs and expenses............................. 1,733 1,204
------ -------
Operating income......................................... 927 819
Interest expense......................................... (11) (13 )
Interest and other income, net........................... 55 37
------ -------
Income before provision for taxes........................ 971 843
Provision for taxes...................................... 354 295
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Net income............................................... $ 617 $ 548
------ -------
------ -------
Earnings per common and common equivalent share.......... $ 1.40 $ 1.24
------ -------
------ -------
Cash dividends declared per common share................. $ 0.05 $ 0.05
------ -------
------ -------
Weighted average number of common and common equivalent
shares outstanding..................................... 442 443
------ -------
------ -------
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)
1
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PART I -- (continued)
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
Intel Corporation
Consolidated Condensed Balance Sheets
(in millions)
<TABLE>
<CAPTION>
DEC.
APR. 2, 25,
1994 1993
----------- -------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................ $ 1,422 $ 1,659
Short-term investments........................................... 1,465 1,477
Accounts receivable, net......................................... 1,531 1,448
Inventories:
Raw materials................................................. 287 216
Work in process............................................... 402 321
Finished goods................................................ 300 301
----------- -------
989 838
----------- -------
Deferred tax assets.............................................. 321 310
Other current assets............................................. 92 70
----------- -------
Total current assets............................................... 5,820 5,802
----------- -------
Property, plant and equipment, at cost............................. 6,774 6,313
Less: Accumulated depreciation..................................... (2,479) (2,317)
----------- -------
Property, plant and equipment, net................................. 4,295 3,996
Long-term investments.............................................. 1,636 1,416
Other assets....................................................... 175 130
----------- -------
TOTAL ASSETS....................................................... $11,926 $11,344
----------- -------
----------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt.................................................. $ 397 $ 399
Long-term debt redeemable within one year........................ -- 98
Accounts payable................................................. 524 427
Accrued compensation and benefits................................ 339 544
Other accrued liabilities........................................ 386 374
Deferred income on shipments to distributors..................... 223 200
Income taxes payable............................................. 492 391
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Total current liabilities.......................................... 2,361 2,433
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Long-term debt..................................................... 429 426
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Deferred tax liabilities........................................... 312 297
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Put warrants....................................................... 682 688
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Stockholders' equity:
Preferred stock.................................................. -- --
Common stock and Capital in excess of par value.................. 2,253 2,194
Retained earnings................................................ 5,889 5,306
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Total stockholders' equity......................................... 8,142 7,500
----------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......................... $11,926 $11,344
----------- -------
----------- -------
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)
2
<PAGE> 4
PART I -- (continued)
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
Intel Corporation
Consolidated Condensed Statements of Cash Flows (unaudited, in millions)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
MAR.
APR. 2, 27,
1994 1993
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<S> <C> <C>
Cash flows provided by (used for) operating activities:
Net income......................................................... $ 617 $ 548
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation..................................................... 233 152
Net loss on retirements of property, plant and equipment......... 6 11
Amortization of debt discount.................................... 5 4
Change in deferred tax assets and liabilities.................... 4 9
Changes in assets and liabilities:
(Increase) in accounts receivable............................. (83) (171)
(Increase) decrease in inventories............................ (151) 8
(Increase) in other assets.................................... (67) (67)
Increase in accounts payable.................................. 97 43
Decrease in accrued compensation and benefits................. (205) (121)
Increase in income taxes payable.............................. 101 51
Tax benefit from employee stock plans......................... 16 20
Increase in other liabilities................................. 35 44
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Total adjustments............................................. (9) (17)
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Net cash provided by operating activities.......................... 608 531
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Cash flows provided by (used for) investment activities:
Additions to property, plant and equipment....................... (538) (368)
Purchases of long-term, available-for-sale investments........... (239) (121)
Sales of available-for-sale investments.......................... -- --
Other decrease (increase) in available-for-sale investments...... 31 (184)
----------- -------
Net cash (used for) investment activities.......................... (746) (673)
Cash flows provided by (used for) financing activities:
(Decrease) in short-term debt, net............................... (4) (24)
Additions to long-term debt...................................... -- 58
Retirement of long-term debt..................................... (98) --
Proceeds from sales of shares through employee stock plans and
other......................................................... 66 51
Proceeds from sale of Step-Up Warrants, net...................... -- 287
Proceeds from sales of Put Warrants.............................. 10 --
Repurchase and retirement of common stock........................ (52) --
Payment of dividends to stockholders............................. (21) (21)
----------- -------
Net cash (used for) provided by financing activities............... (99) 351
----------- -------
Net (decrease) increase in cash and cash equivalents............... $(237) $ 209
----------- -------
----------- -------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest...................................................... $ 16 $ 9
Income taxes.................................................. $ 233 $ 214
</TABLE>
Certain 1993 amounts have been reclassified to conform to the 1994 presentation.
(See Notes to Consolidated Condensed Financial Statements.)
3
<PAGE> 5
PART I -- (continued)
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
Intel Corporation, Notes to Consolidated Condensed Financial Statements
1. The accompanying interim consolidated condensed financial statements have
been prepared in conformity with generally accepted accounting principles,
consistent in all material respects with those applied in the Annual Report
on Form 10-K for the year ended December 25, 1993. The interim financial
information is unaudited, but reflects all normal adjustments which are, in
the opinion of management, necessary to provide a fair statement of results
for the interim periods presented.
2. Interest and other income includes (in millions):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------
APR. 2, MAR. 27,
1994 1993
------- --------
<S> <C> <C>
Interest income............................................. $52 $ 35
Foreign currency gains...................................... 4 1
Other income (loss)......................................... (1) 1
------- ---
Total....................................................... $55 $ 37
------- ---
------- ---
</TABLE>
3. Earnings per common and common equivalent share as presented on the face of
the statements of income represent primary earnings per share. Dual
presentation of primary and fully diluted earnings per share has not been
made because the differences are insignificant.
4. In Q1 1994, the Company adopted accounting for investments pursuant to
Statement of Financial Accounting Standards (FAS) No. 115, effective as of
the beginning of fiscal 1994. This adoption had no effect on the Company's
financial statements. Under FAS 115, all of the Company's Short-and Long-
term Investments are classified as available-for-sale as of the balance
sheet date and are reported at cost, which approximates fair value. Debt
securities either have a short period of time to maturity, are at floating
rates, or are swapped to floating rates with interest rate swaps. Equity
securities are either fully hedged or have no material unrealized gains or
losses. Gross unrealized gains and losses for the portfolio as a whole are
also not material.
5. On March 15, 1994, the Company called all of its outstanding 8-1/8% notes,
which were due in 1997. The principal amount of the repurchased notes was
$98 million.
6. In 1990, the Board of Directors authorized the repurchase of up to 40
million shares of the Company's Common Stock in open market or negotiated
transactions. The Company repurchased and retired 6.4 million and 7.3
million shares in 1990 and 1993, respectively. During the first quarter of
1994, the Company repurchased and retired an additional 820,000 shares at a
cost of $52 million. As of April 2, 1994, after reserving shares to cover
outstanding put warrants, approximately 11.2 million shares remained
available for repurchase under the authorization. (Refer to Item 1,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, for subsequent activity).
4
<PAGE> 6
PART I -- (CONTINUED)
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
INTEL CORPORATION, NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
7. In a series of private placements in 1991, 1992, 1993 and 1994, the Company
sold put warrants that entitle the holder of each warrant to sell one share
of Common Stock to the Company, at a specified price, if the holder
exercises the warrant. Activity during Q1 1994 is summarized as follows:
<TABLE>
<CAPTION>
PUT WARRANTS OUTSTANDING
CUMULATIVE ----------------------------
PROCEEDS NUMBER POTENTIAL
(IN MILLIONS) RECEIVED OF WARRANTS OBLIGATION
- - ---------------------------------------- ---------- ----------- ----------
<S> <C> <C> <C>
December 25, 1993....................... $118 14.8 $688
Sales................................... 10 1.5 92
Expirations............................. -- (2.0) (98)
---------- ----- ----------
April 2, 1994........................... $128 14.3 $682
---------- ----- ----------
---------- ----- ----------
</TABLE>
The amount related to the Company's potential buyback obligation has been
reclassified from Stockholders' Equity and recorded as Put Warrants. The
14.3 million put warrants outstanding at April 2, 1994 expire on various
dates between April 1994 and February 1995 and have exercise prices ranging
from $31.50 to $65.00 per share. There is no dilutive effect on earnings per
share for the periods presented. (Refer to Item 1, Management's Discussion
and Analysis of Financial Condition and Results of Operations, for
subsequent activity).
5
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS -- FIRST QUARTER OF 1994 COMPARED TO FIRST QUARTER OF 1993
Intel Corporation set new records for both revenues and net income in Q1
1994 -- the seventh consecutive quarter in which it has done so. Q1 1994
revenues of $2.66 billion were 31% higher than in the same period one year ago.
Higher volumes of advanced microprocessors, particularly the IntelDX2(TM) and
Pentium(TM) processors, drove most of the overall growth. These increased
volumes were partially offset by lower average selling prices for the
Inte1486(TM) microprocessor family following a normal price maturity curve.
Higher sales of integrated products, including branded products and
microprocessor boards, flash memory, and embedded controllers also contributed
to the increase in revenues, while sales of the Inte1386(TM) CPU family of
microprocessors declined.
Cost of sales grew faster than revenues, increasing by $406 million, or 57%.
Higher product volumes, including a greater proportion of flash memory and
integrated products in the product mix, and increased factory start-up costs
related to new microprocessor production processes were the primary factors in
this growth. As a result of the mix change and the typically lower yields and
higher costs associated with ramping new factory production processes, gross
margin declined from 65% to 58%.
Sales of the Inte1486 CPU family of microprocessors continue to comprise a
majority of the Company's revenues and a substantial majority of its gross
margin.
Research and development expenses and marketing and administrative expenses rose
by a combined $123 million, or 25%, between these periods. Personnel related
spending, including headcount and profit dependent expenses, and expenditures
for microprocessor development and advertising programs accounted for most of
this growth.
Interest and other income increased by $18 million, largely because of higher
investment balances and rates in Q1 1994 compared to the year-earlier period.
Interest expense decreased slightly over this period.
The provision for taxes grew by $59 million, mainly due to greater pretax income
and, to a lesser extent, an increase in the effective tax rate from 35.0% for Q1
1993 to 36.5% for Q1 1994. The higher rate for 1994 is the result of changes in
the federal tax law and the diminishing impact of certain tax benefits.
Fiscal 1994 is a 53-week year for Intel. Q1 1994 was 14 weeks long, compared to
13 weeks in Q1 1993. The additional week had no significant effect on the
Company's results of operations.
FINANCIAL CONDITION
The Company's financial condition remains strong. As of April 2, 1994, total
cash and short-and long-term investments were essentially unchanged from the end
of 1993. In addition to a $4.52 billion portfolio of cash and investments, the
Company's sources of liquidity include credit lines and commercial paper
borrowing arrangements that exceed $1.5 billion in the aggregate. The Company
also retains the authority to issue an aggregate of approximately $1.4 billion
in debt, equity and other securities under a consolidated SEC shelf registration
filed in 1993.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
FINANCIAL CONDITION, CONTINUED
The Company funded most of its investment needs during Q1 1994 with cash
generated from operations, which totaled $608 million for the quarter.
The Company invested $538 million in Q1 1994, as part of a planned 1994 budget
of $2.4 billion, for property, plant and equipment. Most of this spending was
directed toward increased capacity and new production processes for
microprocessor manufacturing.
Financing activities during the first quarter of 1994 included the redemption of
$98 million in long-term notes. In addition, as part of the ongoing stock
repurchase program authorized by the Board of Directors, the Company bought back
820,000 shares in Q1 1994 at an aggregate cost of $52 million. The Company also
sold 1.5 million put warrants in private placements during the quarter,
receiving proceeds of $10 million, while 2.0 million put warrants expired
unexercised.
Subsequent to the end of Q1 1994, the Company engaged in more stock repurchase
activity, buying back 6.3 million shares of stock at a total cost of $376
million and selling 9.0 million put warrants for proceeds of $56 million. An
additional 10.0 million put warrants expired unexercised. The Company had a
potential put warrant obligation of $756 million as of May 12, 1994 to
repurchase 13.3 million shares. As of May 12, 1994, 5.9 million shares remained
available for repurchase under the authorization, after reserving shares to
cover outstanding put warrants.
Cash flow from operations and available sources of liquidity are expected to be
sufficient for planned capital expenditure programs, working capital
requirements, and quarterly cash dividend payouts. The Board of Directors
recently declared a quarterly dividend of $0.06 payable September 1, 1994,
representing an increase of $0.01 compared to the previous rate.
OUTLOOK
Future trends for revenue and profitability continue to be difficult to predict,
despite the strong financial results described in this report. Risks and
uncertainties facing the Company include business conditions and growth in the
personal computer industry and the general economy; competitive factors,
including rival chip architectures, imitators of the Company's key
microprocessors, and price pressures for standard semiconductors and integrated
products; manufacturing capacity and the continued availability of
subcontractor-supplied memory products; and ongoing litigation involving Intel
intellectual property.
The Company continues to believe that its Inte1486 microprocessor family will
follow a normal price maturity curve, but some distortion could occur if
imitation products enter the market in significant volume or alternative
architectures gain market acceptance. The Company's challenging goal is to ship
6-7 million Pentium processors in 1994; however, achieving this will be
dependent upon a number of business factors including a rapid manufacturing
ramp, availability of related peripheral chips, strong market demand, and
microprocessor product mix.
7
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
OUTLOOK, CONTINUED
In February 1994, the Company dismissed certain patent infringement claims
against Cyrix Corporation relating to Intel's '338 patent, and granted Cyrix
certain licenses. Cyrix dismissed its antitrust claims against the Company.
Remaining issues include: (1) whether IBM can provide patent immunity to Cyrix
under the terms of the Intel/IBM patent cross license when it provides foundry
services to Cyrix; and (2) whether SGS-Thompson can use its affiliates to
provide patent immunity under the Intel/SGS-Thompson cross license when those
affiliates provide foundry services to Cyrix. IBM also announced its intent to
manufacture and sell on the open market the Cyrix-designed imitations.
The Company plans to invest $2.4 billion for property, plant and equipment in
1994 and recently announced plans for a new fabrication facility in Arizona,
spending for which will occur primarily after 1994. Spending on strategic
marketing and technology development programs, which the Company considers vital
to continued success, is also expected to remain at high levels in upcoming
quarters. An ongoing Pentium processor marketing and advertising campaign, which
was begun in Q1 1994, will contribute to expected higher marketing and general
and administrative spending during Q2 1994.
Factory start-up costs and a strategically desirable broadening of the Company's
manufacturing mix to include more non-microprocessor products has caused the
Company's gross margin percentage to trend downward in recent quarters. These
factors are likely to continue to affect gross margin in the near term.
Intel believes that it has the product offerings and competitive resources
needed for continued success, but revenue and profitability trends cannot be
precisely determined at this time.
8
<PAGE> 10
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A. Litigation
Reference is made to Item 3, Legal Proceedings, in the Registrant's Annual
Report on Form 10-K for the year ended December 25, 1993 for a description of
the following proceeding:
Intel v. Advanced Micro Devices, Inc. ("AMD")
U.S. District Court for the Northern District of California
(C92-20039, C93-20301) -- Inte1386(TM)/Inte1486(TM) Copyright Infringement Suit
A trial on the in-circuit-emulation microcode contained on Inte1386 and Inte1486
microprocessors is expected in May 1994.
9
<PAGE> 11
PART II -- OTHER INFORMATION, continued
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S> <C>
(a) Exhibits
10.2 Intel Corporation 1984 Stock Option Plan, as amended and restated.
10.6 Intel Corporation 1988 Stock Option Plan, as amended and restated.
11.1 Statement re: computation of earnings per share.
12.1 Statement setting forth the computation of ratios of earnings to fixed charges.
(b) Reports on Form 8-K.
</TABLE>
No reports on Form 8-K were filed with the Securities and Exchange Commission
during the quarter ended April 2, 1994.
10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEL CORPORATION
(Registrant)
Date: May 12, 1994 By: /s/ ANDY D. BRYANT
Andy D. Bryant
Vice President and
Chief Financial and
Principal Accounting Officer
11
<PAGE> 1
INTEL CORPORATION
1984 STOCK OPTION PLAN
(Amended and Restated Effective May 4, 1994)
1. PURPOSE
The purpose of this amended and restated Intel Corporation 1984 Stock Option
Plan (the "Plan") is to advance the interests of Intel Corporation, a
Delaware corporation and its subsidiaries (hereinafter collectively "Intel"
or the "Corporation"), by stimulating the efforts of key employees on behalf
of Intel, heightening the desire of key employees to continue in employment
with Intel, assisting Intel in competing effectively with other enterprises
for the services of new employees necessary for the continued improvement of
operations, and to attract and retain the best available personnel for
service as directors of the Corporation. This amended and restated Plan (a)
permits the grant of incentive stock options as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as options
which are not incentive stock options pursuant to Code Section 422, (b)
extends the term of the Plan, (c) changes the provisions for the grant of
options to non-employee directors, (d) adds an individual grant limitation
required by Code Section 162(m) for option income for certain individuals to
be tax deductible by the Corporation and (e) makes certain additional
changes.
2. DEFINITIONS
(a) "Board of Directors" means the Board of Directors of the Corporation.
(b) "Committee" means the Stock Option Committee appointed by the Board of
Directors from among its members.
(c) "Disablement" means a physical condition arising from an illness or
injury which renders an individual incapable of performing work. The
determination of the Committee as to an individual's Disablement shall
be made in accordance with the standards and procedures of the
Corporation's then-current Long Term Disability Plan and shall be
conclusive on all of the parties.
(d) "Plan" means the Intel 1984 Stock Option Plan, as amended and restated
herein.
(e) "Retirement" means retirement from active employment with Intel at or
after age 60. The determination of the Committee as to an individual's
Retirement shall be conclusive on all parties.
<PAGE> 2
(f) "Subsidiary" means any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation where each
of the corporations in the unbroken chain other than the last
corporation owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
3. PARTICIPANTS
"Participants" in the Plan shall be those key Intel employees to whom options
may be granted from time to time by the Committee. Participants shall also
include non-employee directors of the Corporation to whom options are granted
in accordance with Section 6. No option shall be granted to any person if
immediately after the grant of such option such person would own stock,
including stock subject to outstanding options held by him or her, amounting
to more than five percent (5%) of the total combined voting power or value of
all classes of stock of the Corporation or any Subsidiary.
4. EFFECTIVE DATE AND TERMINATION OF PLAN
This amended and restated Plan was adopted by the Board of Directors on
January 19, 1994, was approved by the stockholders on May 4, 1994, and became
effective on May 4, 1994. The Plan shall terminate when all shares of stock
subject to options granted under this Plan shall have been acquired through
exercise of such options or on May 3, 2004, whichever is earlier or at such
earlier time as the Board of Directors may determine. Termination of the
Plan will not affect the rights and obligations arising under options
theretofore granted and then in effect.
5. SHARES SUBJECT TO THE PLAN AND TO OPTIONS
The stock subject to options authorized to be granted under the Plan shall
consist of 85,000,000 shares of the Corporation's common stock, $.001 par
value, or the number and kind of shares of stock or other securities which
shall be substituted or adjusted for such shares as provided in Section 7.
Such shares may be authorized and unissued shares of the Corporation's common
stock. All or any shares of stock subject to an option which for any reason
terminates unexercised may again be made subject to an option under the Plan.
6. GRANT, TERMS AND CONDITIONS OF OPTIONS
Options may be granted at any time and from time to time prior to the
termination of the Plan to those key employees of Intel who, in the
Committee's judgment, are largely responsible through their judgment,
interest, ability and special efforts for the successful conduct of Intel's
operations. However, no Participant shall be granted options in any year to
purchase a number of shares of the Corporation's common stock in excess of
one percent (1%) of the number of shares of the Corporation's common stock
outstanding on January 1, 1994.
S0019C/3-18-94 2.
<PAGE> 3
Options will be granted to non-employee directors as follows: Each new
non-employee director will receive an initial grant of 5,000 shares at the
time of his or her appointment to the position of director and each
re-elected non-employee director will receive annual grants of 5,000 shares
on the date of the commencement of the regular annual stockholders' meeting.
The Committee will have no discretion to select which non-employee directors
will be granted options or to determine the number of option shares, price,
vesting schedule or any other term of the options granted to non-employee
directors. All options granted to non-employee directors will be
non-qualified stock options.
No Participant shall have any rights as a stockholder with respect to any
shares of stock subject to option hereunder until said shares have been
issued. Each option shall be evidenced by a written stock option agreement
which will expressly identify the option as an incentive stock option or as a
non-qualified stock option. Furthermore, the grant of an incentive option
pursuant to this Plan shall in no way be construed as an alternative to the
right of an optionee to purchase stock pursuant to any present or future
grant of a non-qualified option under any of Intel's current or future stock
option plans. Options granted pursuant to the Plan need not be identical but
each option is subject to the terms of the Plan and must contain and be
subject to the following terms and conditions:
(a) Price: The purchase price under each option granted to employees shall
be established by the Committee. In no event will the option price be
less than 100% of the fair market value of the stock on the date of
grant. The option price must be paid in full at the time of the
exercise. The price may be paid in cash, cash equivalents or secured
notes acceptable to the Committee, by arrangement with a broker which is
acceptable to the Committee where payment of the option price is made
pursuant to an irrevocable direction to the broker to deliver all or
part of the proceeds from the sale of the option shares to the
Corporation, by the surrender of shares of common stock owned by the
optionee exercising the option and having a fair market value on the
date of exercise equal to the option price or in any combination of the
foregoing.
(b) Duration and Exercise or Termination of Option: Each option granted to
an employee shall be exercisable in such manner and at such times as the
Committee shall determine. Each option granted must expire within a
period of ten (10) years from the grant date. An employee's stock
option agreement may provide for accelerated exercisability in the event
of the employee's death, Disablement or Retirement or other events in
accordance with policies established by the Committee and may provide
for expiration prior to the end of its terms in the event of the
termination of the employee's service.
Each 5,000 share option granted to a non-employee director will become
exercisable beginning one year from the date of the annual meeting of
stockholders on which date the options were granted. If a non-employee
director is elected by the Board of Directors to begin serving as
director on a date not coincident with an annual meeting date, that
director will be granted the initial 5,000 share option as of the date
of the first meeting at which he or she serves as director; however,
his options
S0019C/3-18-94 3.
<PAGE> 4
will become first exercisable beginning one year from the date of the
annual meeting at which he is first elected by the stockholders and he
or she will not receive an additional grant of options upon his first
election to the Board by the stockholders.
(c) Suspension or Termination of Option: If the Director of Personnel of
the Corporation or his designee reasonably believes that a Participant
other than a non-employee director has committed an act of misconduct as
described in this Section, the Director of Personnel may suspend the
Participant's rights to exercise any option pending a determination by
the Board of Directors. If the Board of Directors determines a
Participant other than a non-employee director has committed an act of
embezzlement, fraud, dishonesty, nonpayment of any obligation owed to
Intel, breach of fiduciary duty or deliberate disregard of Intel rules
resulting in loss, damage or injury to Intel, or if a Participant makes
an unauthorized disclosure of any Intel trade secret or confidential
information, engages in any conduct constituting unfair competition,
induces any Intel customer to breach a contract with Intel or induces
any principal for whom Intel acts as agent to terminate such agency
relationship, neither the Participant nor his or her estate shall be
entitled to exercise any option whatsoever. In making such
determination, the Board of Directors shall act fairly and shall give
the Participant an opportunity to appear and present evidence on his or
her behalf at a hearing before a committee of the Board of Directors.
For any Participant who is an "executive officer" for purposes of
Section 16 of the Securities Exchange Act of 1934, the determination of
the Board of Directors shall be subject to the approval of the
Committee.
(d) Termination of Non-Employee Director's Service: Subject to Section
6.(b), upon the termination of the Participant's service as a non-
employee director, his or her rights to exercise an option then held
shall be only as follows:
(1) Death. Upon the death of a non-employee director while in service as
a non-employee director of Intel, the non-employee director's rights
will be exercisable by his or her estate or beneficiary at any time
during the twelve (12) months next succeeding the date of death. The
number of shares exercisable by the estate or beneficiary will be the
total number of unexercised shares under the non- employee director's
option on the date of his or her death. If a non-employee director
should die within thirty (30) days of his or her termination of
service as a non-employee director with Intel, an option will be
exercisable by his or her estate or beneficiary at any time during the
twelve (12) months succeeding the date of termination, but only to the
extent of the number of shares as to which such option was exercisable
as of the date of such termination. A non-employee director's estate
shall mean his or her legal representative or other person who so
acquires the right to exercise the option.
(2) Disablement. Upon the Disablement of a non-employee director, any
option which he or she holds, whether or not then exercisable, may be
exercised after the date of the Disablement within twelve (12) months.
S0019C/3-18-94 4.
<PAGE> 5
(3) Retirement. Upon Retirement of a non-employee director, the
non-employee director's rights to non-qualified stock options may be
exercised for a period of twelve (12) months after Retirement.
(4) Other Reasons. Upon termination of a non-employee director's service
as a non-employee director for any reason other than those stated
above, the non-employee director may, within ninety (90) days
following such termination exercise the option to the extent such
option was exercisable on the date of termination.
(e) Transferability of Option: Each option shall be transferable only by
will or the laws of descent and distribution and shall only be
exercisable by the Participant during his or her lifetime.
(f) Modification or Assumption of Options: The Committee may modify, extend
or assume outstanding options (whether granted by Intel or by another
issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise
price.
(g) Other Terms and Conditions: Options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate. No option, however, nor
anything contained in the Plan shall confer upon any Participant any
right to continue in Intel's employ or service nor limit in any way
Intel's right to terminate his or her employment or service at any time.
7. ADJUSTMENT OF AND CHANGES IN THE STOCK
(a) In the event that the shares of common stock of the Corporation shall be
changed into or exchanged for a different number or kind of shares of
stock or other securities of the Corporation or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares, or otherwise), or if
the number of shares of common stock of the Corporation shall be
increased through a stock split or the payment of a stock dividend, then
there shall be substituted for or added to each share of common stock of
the Corporation theretofore appropriated or thereafter subject or which
may become subject to an option under the Plan, the number and kind of
shares of stock or other securities into which each outstanding share of
common stock of the Corporation shall so be changed, or for which each
such share shall be exchanged, or to which each such share shall be
entitled, as the case may be. Outstanding options shall also be amended
as to price and other terms if necessary to reflect the foregoing
events. In the event there shall be any other change in the number or
kind of the outstanding shares of common stock of the Corporation, or
any stock or other securities into which such common stock shall have
been changed, or for which it shall have been exchanged, then if the
Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in any
S0019C/3-18-94 5.
<PAGE> 6
option theretofore granted or which may be granted under the Plan, such
adjustment shall be made in accordance with such determination.
(b) No right to purchase fractional shares shall result from any adjustment
in options pursuant to this Section 7. In case of any such adjustment,
the shares subject to the option shall be rounded down to the nearest
whole share. Notice of any adjustment shall be given by the Corporation
to each Participant which shall have been so adjusted and such
adjustment (whether or not notice is given) shall be effective and
binding for all purposes of the Plan.
(c) Any other provision hereof to the contrary notwithstanding (except
Section 6.(b)) in the event Intel is a party to a merger or other
reorganization, outstanding options shall be subject to the agreement of
merger or reorganization. Such agreement may provide, without
limitation, for the assumption of outstanding options by the surviving
corporation or its parent, for their continuation by Intel (if Intel is
a surviving corporation), for accelerated vesting and accelerated
expiration, or for settlement in cash.
8. LISTING OR QUALIFICATION OF STOCK
In the event that the Board of Directors determines in its discretion that
the listing or qualification of the Plan shares on any securities exchange or
under any applicable law or governmental regulation is necessary as a
condition to the issuance of such shares under the option, the option may not
be exercised in whole or in part unless such listing, qualification, consent
or approval has been unconditionally obtained.
9. AGREEMENT TO SERVE
Each Participant shall agree that he or she will remain in Intel's employ or
service as a non-employee director for at least one year from the option
grant date. Such provision does not affect Intel's right to terminate a
Participant's employment or service as a non-employee director at any time or
for any reason.
10. ADMINISTRATION AND AMENDMENT OF THE PLAN
The Plan shall be administered by the Committee. The Committee shall consist
of two or more disinterested directors of Intel, who shall be appointed by
the Board of Directors. The Board shall fill vacancies and may from time to
time remove or add members. All members of the Committee will be
disinterested persons as defined in Rule 16b-3 under the Exchange Act. A
non-employee director shall not fail to be "disinterested" solely because he
or she receives the grants described in Section 6. The Board of Directors
may also appoint one or more separate committees of the Board of Directors,
each composed of one or more directors of Intel who need not be
disinterested, who may administer the Plan with respect to employees who are
not executive officers or directors of Intel, may grant options under the
Plan to such employees and may determine all terms of such options. The
Board of Directors may amend or terminate the Plan as desired, without
S0019C/3-18-94 6.
<PAGE> 7
further action by the Corporation's stockholders except to the extent
required by applicable law.
Notwithstanding the above, the provisions of Section 6 relating to
non-employee directors may not be amended more than once every six months,
except to comply with changes to the Code or the rules thereunder.
11. TIME OF GRANTING OPTIONS
The effective date of each option granted hereunder shall be the date on
which the grant was made. Within a reasonable time thereafter, Intel will
execute and deliver a written option agreement to the Participant.
12. WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, a
Participant shall make arrangements satisfactory to the Corporation for the
satisfaction of any withholding tax obligations that arise by reason of an
option exercise or any sale of shares. The Corporation shall not be required
to issue shares until such obligations are satisfied. The Committee may
permit these obligations to be satisfied by having the Corporation withhold a
portion of the shares of stock that otherwise would be issued to him or her
upon exercise of the option, or to the extent permitted, by tendering shares
previously acquired.
S0019C/3-18-94 7.
<PAGE> 1
INTEL CORPORATION
1988 EXECUTIVE LONG TERM
STOCK OPTION PLAN
(Amended and Restated effective as of May 4, 1994)
1. PURPOSE
The purpose of this amended and restated Intel Corporation 1988 Executive
Long Term Stock Option Plan (the "Plan") is to advance the interests of Intel
Corporation, a Delaware corporation and its subsidiaries (hereinafter
collectively "Intel" or the "Corporation"), by stimulating the efforts of
certain key officers employed by Intel and heightening the desire of such key
officers to continue in employment with Intel. The stock options granted
pursuant to this Plan are non-qualified stock options and shall not be
incentive stock options, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). This amended and restated Plan
includes the individual grant limitations required by Section 162(m) of the
Code for the option income of certain individuals to be tax deductible by the
Corporation and makes certain changes regarding the administration and
amendment of the Plan.
2. DEFINITIONS
(a) "Board of Directors" means the Board of Directors of the Corporation.
(b) "Committee" means the Stock Option Committee appointed by the Board of
Directors in accordance with Section 11.
(c) "Disablement" means a physical condition arising from an illness or
injury which renders an individual incapable of performing work. The
determination of the Committee as to an individual's Disablement shall
be made in accordance with the standards and procedures of the
Corporation's then-current Long Term Disability Plan and shall be
conclusive on all of the parties.
(d) "Plan" means the Intel Corporation 1988 Executive Long Term Stock Option
Plan, as amended and restated herein.
(e) "Retirement" means retirement from active employment with Intel (i) at
or after age 55 and with the approval of the Committee or (ii) at or
after age 65. The determination of the Committee as to an individual's
Retirement shall be conclusive on all parties.
<PAGE> 2
(f) "Subsidiary" means any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation where each
of the corporations in the unbroken chain other than the last
corporation owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
3. PARTICIPANTS
"Participants" in the Plan shall be those key officers who have been employed
by Intel for at least two years and to whom options may be granted from time
to time by the Committee.
No option shall be granted to any employee if immediately after the grant of
such option such employee would own stock, including stock subject to
outstanding options held by him or her, amounting to more than five percent
(5%) of the total combined voting power or value of all classes of stock of
the Corporation or any Subsidiary. Options may not be granted to
non-employee directors or members of the Committee.
4. EFFECTIVE DATE AND TERMINATION OF PLAN
This amended and restated Plan was adopted by the Board of Directors on
January 19, 1994 and is effective upon its approval by the Corporation's
stockholders on May 4, 1994.
The Plan shall continue in effect until all shares of stock available for
grant under this Plan shall have been acquired through exercise of options or
until September 19, 1998 whichever is earlier. The Plan may be terminated at
such earlier time as the Board of Directors may determine. Termination of
the Plan will not affect the rights and obligations arising under options
theretofore granted and then in effect.
5. SHARES SUBJECT TO THE PLAN AND TO OPTIONS
The stock subject to options authorized to be granted under the Plan shall
consist of 10,000,000 shares of the Corporation's common stock, par value
$.001, or the number and kind of shares of stock or other securities which
shall be substituted or adjusted for such shares as provided in Section 8.
Such shares may be authorized and unissued shares of the Corporation's common
stock. All or any shares of stock subject to an option which for any reason
terminates unexercised may again be made subject to an option under the Plan.
6. GRANT, TERMS AND CONDITIONS OF OPTIONS
Options may be granted at any time and from time to time prior to the
termination of the Plan, to certain key officers of Intel selected by the
Committee. However, no Participant shall be granted options in any year, to
purchase shares of common stock in excess of one percent (1%) of the number
of shares of the Corporation's common stock outstanding on January 1, 1994.
In addition, no Participant shall have any rights as a stockholder with
S0027A/3-18-94 2.
<PAGE> 3
respect to any shares of stock subject to option hereunder until said shares
have been issued. Each option shall be evidenced by a written stock option
agreement. Options granted pursuant to the Plan need not be identical but
each option much contain and be subject to the following terms and
conditions:
(a) Price: The purchase price under each option shall be established by the
Committee. In no event will the option price be less than the fair
market value of the stock on the date of grant. The option price must
be paid in full at the time of exercise. The price may be paid in cash
or, as acceptable to the Committee, by loan (as described in Section 7),
by arrangement with a broker where payment of the option price is made
pursuant to an irrevocable direction to the broker to deliver all or
part of the proceeds from the sale of the option shares to the
Corporation, by the surrender of shares of Intel common stock owned by
the Participant exercising the option and having a fair market value on
the date of exercise equal to the option price or in any combination of
the foregoing.
(b) Duration and Exercise or Termination of Option: Each option shall be
exercisable in such manner and at such times as the Committee shall
determine. However, each option granted must expire within a period of
not more than ten (10) years from the grant date.
(c) Suspension or Termination of Option: If the Director of Personnel of
the Corporation or his designee reasonably believes that a Participant
has committed an act of misconduct as described in this Section, the
Director of Personnel may suspend the Participant's rights to exercise
any option pending a determination by the Board of Directors.
If the Board of Directors determines a Participant has committed an act
of embezzlement, fraud, dishonesty, nonpayment of any obligation owed
to Intel, breach of fiduciary duty or deliberate disregard of Intel
rules resulting in loss, damage or injury to Intel, or if a Participant
makes an unauthorized disclosure of any Intel trade secret or
confidential information, engages in any conduct constituting unfair
competition, induces any Intel customer to breach a contract with Intel
or induces any principal for whom Intel acts as agent to terminate such
agency relationship, neither the Participant nor his or her estate shall
be entitled to exercise any option whatsoever. In making such
determination, the Board of Directors shall act fairly and shall give
the Participant an opportunity to appear and present evidence on his or
her behalf at a hearing before a committee of the Board of Directors.
For any Participant who is an "executive officer" for purposes of
Section 16 of the Securities Exchange Act of 1934, the determination
of the Board of Directors shall be subject to the approval of the
Committee.
(d) Termination of Employment: Subject to Section 6.(b), upon the
termination of the Participant's employment, his or her rights to
exercise an option then held shall be only as follows:
S0027A/3-18-94 3.
<PAGE> 4
(1) Death. Upon the death of a Participant while in employ of Intel, the
Participant's rights will be exercisable by his or her estate or
beneficiary at any time during the twelve (12) months next succeeding
the date of death.
If the Participant's option has been held by the Participant for a
minimum of four (4) years at the time of death, then the number of
shares exercisable by the estate or beneficiary of the deceased
Participant will be the total number of unexercised shares, whether
or not exercisable, under such option on the date of the Participant's
death. If the Participant's option has been held for a period of less
than four (4) years at the time of death, then the number of shares
exercisable by the estate or beneficiary of the deceased Participant
will be the total number of shares which were exercisable under such
option on the date of the Participant's death.
If a Participant should die within thirty (30) days of his or her
termination of employment with Intel, an option will be exercisable by
his or her estate or beneficiary at any time during the twelve (12)
months succeeding the date of termination, but only to the extent of
the number of shares as to which such option was exercisable as of the
date of such termination. A Participant's estate shall mean his or
her legal representative or other person who so acquires the right to
exercise the option.
(2) Disablement. Upon the Disablement of any Participant, the
Participant's rights to options may be exercised for a period of
twelve (12) months after termination. If the Participant's option has
been held for a minimum of four (4) years, then the number of shares
exercisable by the Participant will be the total number of unexercised
shares, whether or not exercisable, under such option on the date of
the Participant's termination. If the Participant's option has been
held for a period of less than four (4) years, then the number of
shares exercisable by the Participant will be the total number of
shares which were exercisable under such option on the date of the
Participant's termination.
(3) Retirement. Upon Retirement of a Participant, the Participant's
rights to options may be exercised for a period of twelve (12) months
after Retirement. The number of shares exercisable will be the total
number of shares which were exercisable under the Participant's option
on the date of his or her Retirement.
(4) Other Reasons. Upon termination of a Participant's employment for any
reason other than those stated above, a Participant may, within thirty
(30) days following such termination exercise the option to the extent
such option was exercisable on the date of termination.
For purposes of this Section 6.(d), a Participant's employment shall not be
deemed terminated (i) if, within sixty (60) days such Participant is rehired
by Intel, (ii) if
S0027A/3-18-94 4.
<PAGE> 5
Participant is transferred from the Corporation to any Subsidiary or from any
one Subsidiary to another or from a Subsidiary to the Corporation, or (iii)
at the discretion of the Committee, during any period of a Participant's
leave of absence, provided that the Committee may delay the Participant's
rights to exercise options as a result of such leave of absence. In
addition, a Participant's employment with any partnership, joint venture or
corporation not meeting the requirements of a Subsidiary in which the
Corporation or a Subsidiary is a party and which is designated by the
Committee as subject to this provision, shall be considered employment for
purposes of this Section 6.(d).
(e) Transferability of Option: Each option shall be transferable only by
will or the laws of descent and distribution and shall only be
exercisable by the Participant during his or her lifetime.
(f) Cancellation: The Committee may, at any time prior to exercise and
subject to consent of the Participant, cancel any options previously
granted and may or may not substitute in their place options at a
different price and different type under different terms or in different
amounts.
(g) Other Terms and Conditions: Options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate. No option, however, nor
anything contained in the Plan shall confer upon any Participant any
right to continue in Intel's employ or service nor limit in any way
Intel's right to terminate his or her employment at any time.
7. LOANS
The Corporation may make loans, at the request of the Participant and in the
sole discretion of the Board or its Committee, for the purpose of enabling
the Participant to exercise options granted under the Plan and to pay the tax
liability resulting from an option exercise under the Plan. The Board or its
Committee shall have full authority to determine the terms and conditions of
such loans. Such loans may be secured by the shares received upon exercise
of such option.
8. ADJUSTMENT OF AND CHANGES IN THE STOCK
In the event that the number of shares of common stock of the Corporation
shall be increased or decreased through reclassification, combination of
shares, a stock split or the payment of a stock dividend, then each share of
common stock of the Corporation which has been authorized for issuance under
the Plan, whether such share is then currently subject to or may become
subject to an option under the Plan, shall be proportionately adjusted to
reflect such increase or decrease. Outstanding options shall also be amended
as to price and other terms if necessary to reflect the foregoing events.
In the event there shall be any other change in the number or kind of the
outstanding shares of common stock of the Corporation, or any stock or other
securities into which
S0027A/3-18-94 5.
<PAGE> 6
such common stock shall have been changed, or for which it shall have been
exchanged, whether by reason of merger, consolidation or otherwise, then if
the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment to shares currently subject to options or
which may become subject to options under the Plan, or to prices or terms of
outstanding options, such adjustment shall be made in accordance with such
determination. In addition, in the event of such change described in this
paragraph, the Board of Directors may accelerate the time or times at which
any option may be exercised and may provide for cancellation of such
accelerated options which are not exercised within a time prescribed by the
Board of Directors in its sole discretion.
No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section. In case of any such adjustment, the shares
subject to the option shall be rounded down to the nearest whole share.
Notice of any adjustment shall be given by the Corporation to each
Participant which shall have been so adjusted and such adjustment (whether or
not notice is given) shall be effective and binding for all purposes of the
Plan.
9. LISTING OR QUALIFICATION OF STOCK
In the event that the Board of Directors determines in its discretion that
the listing or qualification of the Plan shares on any securities exchange or
under any applicable law or governmental regulation is necessary as a
condition to the issuance of such shares under the option, the option may not
be exercised in whole or in part unless such listing, qualification, consent
or approval has been unconditionally obtained.
10. WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, a
Participant shall make arrangements satisfactory to the Corporation for the
satisfaction of any withholding tax obligations that arise by reason of an
option exercise. The Corporation shall not be required to issue shares until
such obligations are satisfied. The Committee may permit these obligations
to be satisfied by having the Corporation withhold a portion of the shares of
stock that otherwise would be issued to him or her upon exercise of the
option, or to the extent permitted, by tendering shares previously acquired.
11. ADMINISTRATION AND AMENDMENT OF THE PLAN
Intel shall grant options under the Plan by executing written agreements
approved by the Committee.
The Plan shall be administered by the Committee which shall consist of at
least two persons appointed by the Board of Directors. The Board of
Directors shall fill vacancies and may from time to time remove or add
members. All members of the Committee will be disinterested persons as
defined in Rule 16b-3 under the Securities Exchange Act of 1934. The
Committee shall act pursuant to a majority vote or majority written consent.
S0027A/3-18-94 6.
<PAGE> 7
The interpretation and construction of any provision of the Plan by the Board
of Directors shall be final and conclusive. The Board of Directors may
periodically adopt rules and regulations for carrying out the Plan, and amend
the Plan as desired, without further action by the Corporation's stockholders
except to the extent required by applicable law.
12. TIME OF GRANTING OPTIONS
The effective date of such option shall be the date on which the grant was
made provided that within a reasonable time thereafter Intel executes and
delivers a written option agreement to the Participant.
S0027A/3-18-94 7.
<PAGE> 1
EXHIBIT 11.1
INTEL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(in millions, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------
APR. 2, MAR. 27,
1994 1993
------- --------
<S> <C> <C>
PRIMARY SHARES CALCULATION
Reconciliation of weighted average number of shares outstanding to
amount used in primary earnings per share computation:
Weighted average number of shares outstanding......................... 419 420
Add shares issuable from assumed exercise of options and warrants..... 23 23
------- --------
Weighted average number of shares outstanding as adjusted............. 442 443
------- --------
------- --------
FULLY DILUTED SHARES CALCULATION
Reconciliation of weighted average number of shares outstanding to
amount used in fully diluted earnings per share computation:
Weighted average number of shares outstanding......................... 419 420
Add shares issuable from assumed exercise of options and warrants..... 23 23
------- --------
Weighted average number of shares outstanding as adjusted............. 442 443
------- --------
------- --------
NET INCOME............................................................ $ 617 $ 548
------- --------
------- --------
PRIMARY EARNINGS PER SHARE............................................ $ 1.40 $ 1.24
------- --------
------- --------
(1) FULLY DILUTED EARNINGS PER SHARE.................................. $ 1.40 $ 1.24
------- --------
------- --------
</TABLE>
(1) Earnings per common equivalent share presented on the face of the statements
of income represent primary earnings per share. Dual presentation of primary and
fully diluted earnings per share has not been made on the statement of income
because the differences are insignificant.
12
<PAGE> 1
EXHIBIT 12.1
INTEL CORPORATION
STATEMENT SETTING FORTH THE COMPUTATION
OF RATIOS OF EARNINGS TO FIXED CHARGES
(in millions)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
APR.
2, MAR. 27,
1994 1993
----- --------
<S> <C> <C>
Income before taxes...................................................... $ 971 $ 843
Add -- Fixed charges net of capitalized interest......................... 13 16
----- --------
Income before taxes and fixed charges (net of capitalized interest)...... $ 984 $ 859
----- --------
Fixed charges:
Interest*................................................................ $ 11 $ 13
Capitalized interest..................................................... 4 2
Estimated interest component of rental expense........................... 2 3
----- --------
Total.................................................................... $ 17 $ 18
----- --------
----- --------
Ratio of earnings before taxes and fixed charges, to fixed charges....... 57.9x 47.7x
</TABLE>
* Interest expense includes the amortization of underwriting fees for the
relevant periods outstanding.
13
