INTEL CORP
10-Q, 1994-11-10
SEMICONDUCTORS & RELATED DEVICES
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[TEST]
                   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  October 1, 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)

                  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)

                                (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 October 1, 1994

                   Class                       Outstanding at October 1, 1994
        Common Stock, $.001 par value                   414.4 million



<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            Nine Months Ended

                                                      Oct. 1,    Sept. 25,         Oct. 1,    Sept. 25,
                                                       1994        1993             1994         1993
                                                      ------      ------           ------       ------
                                                      <C>         <C>              <C>          <C>
Net revenues                                          $2,863      $2,240           $8,293       $6,393
Costs and expenses:
  Cost of sales                                        1,273         833            3,553        2,317
  Research and development                               282         244              826          708
  Marketing, general and 
    administrative                                       338         293            1,045          835
                                                      ------      ------           ------       ------
Operating costs and expenses                           1,893       1,370            5,424        3,860
                                                      ------      ------           ------       ------
Operating income                                         970         870            2,869        2,533
Interest expense                                         (16)        (13)             (36)         (31)
Interest and other income, net                            84          42              185          114
                                                      ------      ------           ------       ------
Income before provision for taxes                      1,038         899            3,018        2,616
Provision for taxes                                      379         315            1,102          915
                                                      ------      ------           ------       ------
Net income                                            $  659      $  584           $1,916       $1,701
                                                      ======      ======           ======       ======
Earnings per common and
  common equivalent share                             $ 1.52      $ 1.33           $ 4.37       $ 3.86
                                                      ======      ======           ======       ======
Cash dividends declared per 
  common share                                        $ 0.06      $ 0.05           $ 0.17       $ 0.15
                                                      ======      ======           ======       ======
Weighted average number of common
  and common equivalent shares
  outstanding                                            434         440              438          441
                                                      ======      ======           ======       ======
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)


<PAGE>  3
PART I - (continued)

Item 1.  Financial Statements (Continued)
<TABLE>
<CAPTION>
Intel Corporation
Consolidated Condensed Balance Sheets                      Oct. 1,            Dec. 25,
(in millions)                                               1994                1993
                                                           ------              ------
                                                         (unaudited)
<S>                                                        <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents                                $1,186             $1,659
  Short-term investments                                    1,105              1,477
  Accounts receivable, net                                  1,909              1,448
  Inventories:
    Raw materials                                             347                216
    Work in process                                           668                321
    Finished goods                                            363                301
                                                           ------             ------
                                                            1,378                838
                                                           ------             ------
  Deferred tax assets                                         355                310
  Other current assets                                        122                 70
                                                           ------             ------
Total current assets                                        6,055              5,802
                                                           ------             ------
Property, plant and equipment, at cost                      7,819              6,313
Less:  Accumulated depreciation                            (2,914)            (2,317)
                                                           ------             ------
Property, plant and equipment, net                          4,905              3,996
Long-term investments                                       2,113              1,416
Other assets                                                  199                130
                                                           ------             ------
TOTAL ASSETS                                              $13,272            $11,344
                                                          =======            =======
</TABLE>
<TABLE>
<CAPTION>
<S>                                                        <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt                                          $  640              $ 399
  Long-term debt redeemable within one year                    --                 98
  Accounts payable                                            500                427
  Accrued compensation and benefits                           509                544
  Other accrued liabilities                                   490                374
  Deferred income on shipments to distributor                 264                200
  Income taxes payable                                        393                391
                                                           ------             ------

Total current liabilities                                   2,796              2,433
                                                           ------             ------
Long-term debt                                                392                426
                                                           ------             ------
Deferred tax liabilities                                      345                297
                                                           ------             ------
Put warrants                                                  687                688
                                                           ------             ------
Stockholders' equity:
  Preferred stock                                              --                 --
  Common stock and Capital in excess 
     of par value                                           2,334              2,194
  Retained earnings                                         6,718              5,306
                                                           ------             ------
Total stockholders' equity                                  9,052              7,500
                                                           ------             ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $13,272            $11,344
                                                          =======            =======
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)


<PAGE>  4
PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation
Consolidated Condensed Statements of Cash Flows (unaudited, in millions)
<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                        Oct. 1,          Sept. 25,
                                                                         1994              1993
                                                                        ------            ------
<S>                                                                    <C>                <C>
Cash flows provided by (used for) operating activities:
Net income                                                              $1,916            $1,701
Adjustments to reconcile net income to net cash provided 
  by operating activities:
  Depreciation                                                             746               494
  Net loss on retirements of property, plant and equipment                  26                26
  Amortization of debt discount                                             16                13
  Change in deferred tax assets and liabilities                              3                70
  Changes in assets and liabilities:
   (Increase) in accounts receivable                                      (461)             (408)
   (Increase) in inventories                                              (540)             (188)
   (Increase) in other assets                                             (121)              (66)
   Increase in accounts payable                                             73               112
   (Decrease) increase in accrued compensation and benefits                (35)               21
   Increase (decrease) in income taxes payable                               2               (29)
   Tax benefit from employee stock plans                                    50                55
   Increase in other liabilities                                           176               123
                                                                        ------            ------
    Total adjustments                                                      (65)              223
                                                                        ------            ------
Net cash provided by operating activities                                1,851             1,924
                                                                        ------            ------
Cash flows provided by (used for) investment activities:
  Additions to property, plant and equipment                            (1,681)           (1,304)
  Purchases of long-term, available-for-sale investments                  (868)             (639)
  Sales of long-term, available-for-sale investments                         9                --
  Maturities and other changes in available-for-sale investments, net      534              (565)
                                                                        ------            ------
Net cash (used for) investment activities                               (2,006)           (2,508)
Cash flows provided by (used for) financing activities:
  Increase in short-term debt, net                                          64               138
  Additions to long-term debt                                              127                75
  Retirement of long-term debt                                             (98)               --
  Proceeds from sales of shares through employee 
    stock plans and other                                                  139               124
  Proceeds from sale of Step-Up Warrants, net                               --               287
  Proceeds from sales of put warrants                                       65                55
  Repurchase and retirement of common stock                               (546)             (341)
  Redemption of Common Stock purchase rights                                (2)               --
  Payment of dividends to stockholders                                     (67)              (63)
                                                                        ------            ------
Net cash (used for) provided by financing activities                      (318)              275
                                                                        ------            ------
Net (decrease) in cash and cash equivalents                              $(473)            $(309)
                                                                        ======            ======
Supplemental disclosures of cash flow information:
  Cash paid during the period for:
   Interest                                                              $  45             $  23
   Income taxes                                                         $1,047             $ 819
</TABLE>
Certain 1993 amounts have been reclassified to conform to the 1994 presentation.
(See Notes to Consolidated Condensed Financial Statements.)


<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 of 
    Intel Corporation ("Intel," the "Company" or the "Registrant") 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                        Nine Months Ended
                                    Oct. 1,       Sept. 25,                  Oct. 1,       Sept. 25,
                                     1994           1993                      1994           1993
                                    ------         ------                    ------         ------
<S>                                 <C>            <C>                       <C>            <C>
Interest income                       $ 59           $ 40                      $155           $109
Foreign currency gains                   3              1                        10             --
Other income                            22              1                        20              5
                                    ------         ------                    ------         ------
Total                                $  84          $  42                     $ 185          $ 114
                                    ======         ======                    ======         ======
</TABLE>
     Other income for the three months and nine months ended October 1, 1994 
     includes approximately $18 million related to the settlement of various 
     insurance claims.

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.  At Intel's Annual Meeting of Stockholders in May 1994, stockholders approved
    an advisory proposal to redeem the Common Stock Purchase Rights issued in 
    1989. In July 1994, the Company's Board of Directors voted to redeem the
    Rights. A one-time payment of $.005 per share was paid on September 1, 1994
    to common stockholders of record on August 1, 1994 to redeem the rights.

5.  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 No. 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.

6.  The Company enters into forward contracts, options and swaps to hedge 
    currency, market and interest rate exposures. None of these instruments is
    intended to be used for trading purposes. 

    Intel uses interest rate and equity swaps to hedge the interest rate and
    market risks of its investment and debt portfolios. A substantial majority 
    of the Company's net long-term fixed rate investments and debt are swapped
    to floating rates. All of the Company's swaps are tied to investments and 
    debt with similar maturities and the swaps change in value along with the 
    underlying investments and debt. Unrealized gains and losses on these swaps
    are offset by unrealized gains and losses on their underlying investment or
    debt. 


<PAGE>  6
PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation, Notes to Consolidated Condensed Financial Statements


6.  (Continued) 
    Intel hedges substantially all of its identifiable foreign currency 
    accounting exposures. The Company uses currency forward contracts, currency
    options and currency swaps to hedge its net foreign currency assets and 
    liabilities and its firm purchase commitments. The Company also periodically
    may purchase options to hedge certain forecasted transactions for which it
    does not have a firm commitment. Most of these foreign currency instruments
    are for periods of less than one year. Any gains and losses on currency 
    forwards and currency swaps are recognized in accordance with FAS No. 52. 
    The amount of any deferred hedging gains and losses on them is not material.

7.  During Q1 1994, the Company called and repurchased all of its outstanding 
    8 1/8% notes, which were due in 1997. The principal amount of the 
    repurchased notes was $98 million.

8.  Short-term debt as of October 1, 1994 includes $174 million of zero coupon 
    notes, net of unamortized discount of $13 million. The full principal amount
    of these notes is due May 15, 1995.

9.  In July 1994, the Board of Directors approved an increase of up to 15
    million shares in the Company's stock repurchase program, to a maximum 
    authorized total of 55 million shares. During the first three quarters of 
    1994, the Company repurchased and retired 9.1 million shares at an aggregate
    cost of $546 million.   As of October 1, 1994,  after reserving shares to 
    cover outstanding put warrants, approximately 20.7 million shares of common
    stock remained available for repurchase under the authorization.

10. In a series of private placements during the 1991-1994 period, 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 the first three quarters of 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
          Sales                                55                 9.0                 529
          Expirations                          --               (11.0)               (487)
                                           ------              ------              ------
          July 2, 1994                        183                12.3                 724
          Expirations                          --                (0.8)                (37)
                                           ------              ------              ------
          October 1, 1994                  $  183                11.5              $  687
                                           ======              ======              ======
</TABLE>
     The amount related to the Company's potential buyback obligation has been 
     reclassified from Stockholders' Equity and recorded as Put Warrants. The 
     11.5 million put warrants outstanding at October 1, 1994 expire on various
     dates between October 1994 and July 1995 and have exercise prices ranging 
     from $55.00 to $65.00 per share. There is no material dilutive effect on 
     earnings per share for the periods presented.


<PAGE>  7
Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

Results of Operations - Third Quarter of 1994 Compared to Third Quarter of 1993
- -------------------------------------------------------------------------------

Revenues for Q3 1994 increased by 28% compared to Q3 1993. Higher volumes of 
microprocessors, namely the Pentium(TM) family of processors and newer, more 
advanced members of the Intel486(TM) family of microprocessors, were responsible
for most of the overall growth in revenues. This volume growth was partially 
offset by lower average selling prices for certain microprocessors. Also showing
significant growth between these periods were sales of integrated (board and
system) products, chipsets and flash memory.

Revenues from certain members of the Intel486 microprocessor family declined 
due to lower prices and a shift in market demand toward the Company's newest 
microprocessors.

Cost of sales rose more rapidly than revenues, growing by 53% from Q3 1993 to Q3
1994, driven by increased unit volumes; a mix shift, including a greater 
proportion of integrated products; and costs associated with ramping new factory
production processes. These factors, together with price reductions for certain
microprocessor products, caused gross margin to decline from 63% in Q3 1993 to
56% in Q3 1994.

Gross margin for Q3 1994 also includes $27 million from the sale of the 
Company's programmable logic device assets to Altera Corporation in a 
transaction completed on October 1, 1994.

Sales of the Intel486 family of microprocessors continue to comprise a majority
of the Company's revenues and a substantial majority of its gross margin. A 
significant and growing portion of the Company's revenues and margins are 
derived from sales of the Pentium processor family.

Research and development expenses and marketing, general and administrative 
expenses rose by a total of $83 million, or 15%, between these periods. Expenses
for microprocessor development and strategic marketing programs, including 
related headcount growth, accounted for most of the increase.

Interest and other income increased by $42 million or 100%, due primarily to 
$18 million from the settlement of certain insurance cases, together with higher
average interest rates on investments. Higher average rates also resulted in a 
$3 million increase in interest expense between these periods. The Company 
enters into forward contracts, options and swaps as part of an ongoing program 
to hedge currency, market and interest rate exposures. Gains and losses on these
instruments are offset by their underlying hedged transactions; as a result, 
there was no net impact on the Company's financial results in Q3 1993 or
Q3 1994.

The provision for taxes grew by $64 million, or 20%, primarily due to increased
pretax income and, to a lesser extent, an increase in the effective tax rate 
from 35.0% for Q3 1993 to 36.5% for Q3 1994. The higher rate for 1994 reflects 
changes in the federal tax law and the diminishing impact of certain tax 
benefits.

Results of Operations-
- --------------------- 
First Nine Months of 1994 Compared to First Nine Months of 1993
- ---------------------------------------------------------------

Revenues for the first nine months of 1994 grew by 30% compared to the same 
period in 1993. Higher volumes of members of the Pentium processor family, 
increased revenues from integrated products, higher volumes of members of the 
Intel486 microprocessor family and increased sales of flash memory, chipsets and
other semiconductors drove the growth in revenues. Lower average selling prices
for certain microprocessors partially offset the revenue impact of higher 
microprocessor unit volumes.

Cost of sales grew by 53% or $1.24 billion. Higher unit volumes, including 
greater proportions of lower-margin products such as integrated products and 
memories, and increased factory startup costs fueled the growth in cost of 
sales. Lower average selling prices for certain microprocessors, the typically
lower yields and higher costs associated with ramping new factory production 
processes, and the shift in product mix led to a decline in gross margin from 
64% in the first nine months of 1993 to 57% in 1994.


<PAGE>  8
Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations (continued)

Results of Operations - First Nine Months of 1994 Compared to 
                        First Nine Months of 1993 (continued)


Sales of members of the Intel486 family of microprocessors comprised a majority
of the Company's revenues and a substantial majority of its gross margin during
the first nine months of 1994. A growing portion of the Company's revenues and 
margins were derived from sales of members of the Pentium processor family.

Research and development expenses and marketing, general and administrative 
expenses increased by a combined 21%. Personnel-related spending, including 
headcount and profit dependent expenses, and expenditures for strategic 
marketing and microprocessor development programs accounted for most of this 
growth.

The $187 million increase in the provision for taxes is the result of higher 
pretax income and, to a lesser degree, an increase in the effective tax rate 
from 35.0% in 1993 to 36.5% in 1994.

Interest and other income rose by $71 million, or 62%, mainly as a result of 
higher average interest rates and balances and the Q3 1994 settlement of certain
insurance cases. Interest expense increased by $5 million, as the effects of
higher average borrowings and rates were partially offset by increased 
construction-related interest capitalization. The Company enters into forward 
contracts, options and swaps as part of an ongoing program to hedge currency, 
market and interest rate exposures. Gains and losses on these instruments are
offset by their underlying hedges transactions; as a result, there was no net 
impact on the Company's financial results in 1993 or 1994.

Fiscal 1994 is a 53-week year for Intel. The first nine months of 1994 
consisted of 40 weeks, compared to 39 in 1993. The additional week had no 
significant effect on the Company's results of operations.

Financial Condition

Intel's financial condition remains strong. As of October 1, 1994, the Company 
had a cash and investments portfolio of $4.40 billion, compared to $4.55 billion
at the end of 1993. The Company's other 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.

The Company funded most of its investment needs during the nine months of 1994 
with cash generated from operations, which totaled $1.85 billion.

As part of a planned 1994 budget of $2.4 billion, the Company invested $1.68 
billion for property, plant and equipment during the first nine months of 1994. 
Most of this spending was directed toward increased manufacturing capacity and 
new microprocessor production processes.  

Inventory levels, particularly work in process, increased significantly during 
the first nine months of 1994, as the Company ramped production to meet expected
demand for advanced microprocessors at various levels of integration. Control 
over finished goods inventories remains good. The sharp increase in accounts 
receivable over this period is due in large part to strong September billings.


<PAGE>  9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)


Financial Condition (continued)

Key financing activities during the first nine months of 1994 included the 
redemption of $98 million in long-term notes in Q1 1994. In addition, as part of
the ongoing stock repurchase program authorized by the Board of Directors, the 
Company bought back 9.1 million shares at an aggregate cost of $546 million 
during the first nine months of 1994 (510,000 shares in Q3 1994). The board 
approved an increase in the program authorization, to a total of 55 million 
shares, in July 1994. The Company also sold 10.5 million put warrants in private
placements during this period, receiving proceeds of $65 million, while 13.8
million put warrants expired unexercised. Early in Q4 1994, 1.0 million put 
warrants were exercised by holders for $65 million and the Company sold an 
additional 1.0 million put warrants for $6 million. As of November 9, 1994,
approximately 19.7 million shares remained available for repurchase under the
authorization, after reserving shares to cover 11.5 million outstanding put
warrants.

Cash flow from operations and available sources of liquidity are considered 
adequate for planned capital expenditure programs, working capital requirements,
and quarterly cash dividend payouts.


Outlook

Future trends for revenue and profitability remain difficult to predict, 
despite the strong financial results described above. Among the risks and 
uncertainties that continue to face the Company are business conditions and 
growth in the personal computer industry and the economy in general; competitive
factors, including rival chip architectures, imitators of the Company's key 
microprocessors, and price pressures for semiconductors and integrated 
products; manufacturing capacity; and ongoing litigation involving Intel 
intellectual property.

The Company believes that its Intel486 and Pentium microprocessor families 
will follow normal price maturity curves, but some distortion could occur as 
imitation products enter the market in significant volume or alternative 
architectures gain market acceptance. Early in the year, the Company set a 
challenging goal to ship 6-7 million Pentium processors in 1994. The Company 
expects to be within a few weeks of meeting this goal as it exits 1994. The 
outlook for Pentium processor shipments in Q4 1994 and future periods remains
dependent upon a number of business factors including a rapid manufacturing 
ramp and market demand, including microprocessor product mix.

Gross margin percentage has trended downward during 1993 and 1994, although
gross margin dollar contribution has generally (except for Q3 1994) continued to
grow. Cost of sales has grown faster than revenues as the result of higher unit 
volumes, including new microprocessors manufactured at factories still early in 
their production ramps; changes in product mix; and costs associated with 
initiating production at new factories. These factors are likely to continue to 
impact the amount and variability of cost of sales and the Company expects a 
lower gross margin percentage in Q4 1994 compared to Q3 1994.

The Company plans to invest a total of $2.4 billion for property, plant and 
equipment in 1994. Spending on strategic marketing and technology development 
programs is also expected to remain at high levels during the remainder of 1994 
and for the foreseeable future. The Company expects operating expenses as a 
percentage of revenue in Q4 1994 to remain about the same as in Q3 1994. 
However, marketing, general and administrative expenses are likely to grow in Q4
1994 due to the remaining portion of an $80 million Pentium processor 
merchandising campaign launched in Q3 1994.

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.


<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, and Item 1, Legal 
Proceedings, in the Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended April 2, 1994 and July 2, 1994, for descriptions of the 
following proceedings:

                   Intel v. Advanced Micro Devices, Inc. ("AMD")
            U.S. District Court for the Northern District of California
 (C92-20039, C93-20301) - Intel386(TM)/Intel486(TM) Copyright Infringement Suit

On October 11, 1994, Judge Trumbull ruled that AMD is not licensed to copy or 
distribute the Company's ICE(TM) (in-circuit emulator) microcode. On October
21, 1994 the Court granted an injunction which prohibits AMD from shipping on 
an interim basis products which contain infringing code, except under certain 
conditions, and from shipping any products which contain infringing code after 
January 15, 1995. 

            Advanced Micro Devices, Inc. ("AMD") v. Intel Corporation
           U.S. District Court for the Northern District of California
                           (C91-20541) - Antitrust Suit                    

A hearing was held August 26, 1994 on Intel's motion to dismiss portions of 
AMD's amended complaint which was filed on March 25, 1994. At the hearing, 
Judge Aguilar reinstated certain AMD allegations (based upon a new Ninth Circuit
case), but dismissed other AMD claims.  A March 1997 trial date has been 
scheduled.


<PAGE>  11
PART II - OTHER INFORMATION (continued)
- ---------------------------------------

Item 6.      Exhibits and Reports on Form 8-K

(a)          Exhibits

11.1         Statement re: computation of earnings per share.

12.1         Statement setting forth the computation of ratios of earnings to 
             fixed charges.

27           Financial Data Schedule.

(b)          Reports on Form 8-K.

No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter ended October 1, 1994.


<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: November 9, 1994                     By:  /s/Andy D. Bryant
                                                   ----------------------
                                                   Andy D. Bryant
                                                   Vice President and
                                                   Chief Financial and
                                                   Principal Accounting Officer


Exhibit 11.1
INTEL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(in millions, except per share amounts)
<TABLE>
<CAPTION>
                                                      Three Months Ended            Nine Months Ended
                                                     Oct. 1,      Sept. 25,       Oct. 1      Sept. 25,
                                                      1994          1993           1994          1993
                                                     ------        ------         ------        ------
<S>                                                  <C>           <C>            <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                                    413           417            416           418

Add shares issuable from assumed  exercise 
  of options and warrants                                21            23             22            23
                                                     ------        ------         ------        ------
Weighted average number of shares 
  outstanding as adjusted                               434           440            438           441
                                                     ======        ======         ======        ======

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                                           413           417            416           418

Add shares issuable from assumed
  exercise of options and warrants                       21            25             22            23
                                                     ------        ------         ------        ------
Weighted average number of shares
  outstanding as adjusted                               434           442            438           441
                                                     ======        ======         ======        ======

NET INCOME                                            $ 659         $ 584         $1,916        $1,701
                                                     ======        ======         ======        ======

PRIMARY EARNINGS PER SHARE                           $ 1.52        $ 1.33         $ 4.37        $ 3.86
                                                     ======        ======         ======        ======
(1) FULLY DILUTED EARNINGS
     PER SHARE                                       $ 1.52        $ 1.32         $ 4.37        $ 3.86
                                                     ======        ======         ======        ======

(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.
</TABLE>


Exhibit 12.1
INTEL CORPORATION
STATEMENT SETTING FORTH THE COMPUTATION
OF RATIOS OF EARNINGS TO FIXED CHARGES

          (in millions)
<TABLE>
<CAPTION>

                                                                         Nine Months Ended
                                                                    Oct. 1,          Sept. 25,
                                                                     1994              1993
                                                                    ------            ------
<S>                                                                 <C>              <C>
Income before taxes                                                 $3,018           $ 2,616

Add - Fixed charges net of capitalized interest                         43                37
                                                                    ------            ------
Income before taxes and fixed charges 
  (net of capitalized interest)                                     $3,061            $2,653
                                                                    ------            ------
Fixed charges:
Interest*                                                           $   36            $   31

Capitalized interest                                                    17                 7

Estimated interest component of 
  rental expense                                                         7                 6
                                                                    ------            ------

Total                                                               $   60            $   44
                                                                    ======            ======

Ratio of earnings before taxes and fixed 
  charges, to fixed charges                                           51.0              60.3
</TABLE>

* Interest expense includes the amortization of underwriting fees for the 
  relevant periods outstanding.



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from Intel Corporation's
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND CONSOLIDATED CONDENSED BALANCE
SHEETS and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             DEC-26-1994
<PERIOD-END>                               OCT-01-1994
<CASH>                                            1186
<SECURITIES>                                      1105
<RECEIVABLES>                                     1909<F2>
<ALLOWANCES>                                         0
<INVENTORY>                                       1378
<CURRENT-ASSETS>                                  6055
<PP&E>                                            7819
<DEPRECIATION>                                    2914
<TOTAL-ASSETS>                                   13272
<CURRENT-LIABILITIES>                             2796
<BONDS>                                            392
<COMMON>                                          2334
                              687<F1>
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                     13272
<SALES>                                           8293
<TOTAL-REVENUES>                                  8293
<CGS>                                             3553
<TOTAL-COSTS>                                     3553
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  36
<INCOME-PRETAX>                                   3018
<INCOME-TAX>                                      1102
<INCOME-CONTINUING>                               1916
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1916
<EPS-PRIMARY>                                     4.37
<EPS-DILUTED>                                     4.37
<FN>
<F1>Item consists of Put warrants.
<F2>Item shown net of allowance, consistent with the balance sheet presentation.
</FN>
        


</TABLE>


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