<PAGE> 1
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 July 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)
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 July 2, 1994
<TABLE>
<S> <C>
Class Outstanding at July 2, 1994
Common Stock, $.001 par value 412.7 million
</TABLE>
No. 242273-001
<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 Six Months Ended
Jul. 2, Jun. 26, Jul. 2, Jun. 26,
1994 1993 1994 1993
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues $2,770 $2,130 $5,430 $4,153
Costs and expenses:
Cost of sales 1,156 766 2,280 1,484
Research and development 279 240 544 464
Marketing, general and
administrative 363 280 707 542
------- ------- ------- --------
Operating costs and expenses 1,798 1,286 3,531 2,490
------- ------- ------ -------
Operating income 972 844 1,899 1,663
Interest expense (9) (6) (20) (19)
Interest and other income, net 46 36 101 73
--------- ------- -------- ---------
Income before provision for taxes 1,009 874 1,980 1,717
Provision for taxes 369 305 723 600
------- ------- ------ -------
Net income $ 640 $ 569 $ 1,257 $ 1,117
======= ======= ======= =======
Earnings per common and
common equivalent share $ 1.46 $ 1.30 $ 2.86 $ 2.53
======= ======= ======= =======
Cash dividends declared per
common share $ 0.06 $ 0.05 $ 0.11 $ 0.10
======= ======= ======== =======
Weighted average number of common
and common equivalent shares
outstanding 437 439 440 441
======== ======== ======== =======
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)
2
<PAGE> 3
PART I - (CONTINUED)
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
Intel Corporation
Consolidated Condensed Balance Sheets Jul. 2, Dec. 25,
(in millions) 1994 1993
---------- ----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,012 $ 1,659
Short-term investments 1,308 1,477
Accounts receivable, net 1,588 1,448
Inventories:
Raw materials 309 216
Work in process 531 321
Finished goods 357 301
--------- ---------
1,197 838
-------- ---------
Deferred tax assets 336 310
Other current assets 85 70
---------- ----------
Total current assets 5,526 5,802
-------- --------
Property, plant and equipment, at cost 7,319 6,313
Less: Accumulated depreciation (2,673) (2,317)
-------- ---------
Property, plant and equipment, net 4,646 3,996
Long-term investments 1,947 1,416
Other assets 167 130
---------- ----------
TOTAL ASSETS $12,286 $11,344
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 539 $ 399
Long-term debt redeemable within one year -- 98
Accounts payable 543 427
Accrued compensation and benefits 434 544
Other accrued liabilities 445 374
Deferred income on shipments to distributors 246 200
Income taxes payable 398 391
---------- ---------
Total current liabilities 2,605 2,433
--------- --------
Long-term debt 303 426
---------- ---------
Deferred tax liabilities 326 297
---------- ---------
Put warrants 724 688
---------- ---------
Stockholders' equity:
Preferred stock -- --
Common stock and Capital in excess
of par value 2,245 2,194
Retained earnings 6,083 5,306
--------- ---------
Total stockholders' equity 8,328 7,500
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $12,286 $11,344
======= =======
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)
3
<PAGE> 4
PART I - (CONTINUED)
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
Intel Corporation
Consolidated Condensed Statements of Cash Flows (unaudited, in millions)
<TABLE>
<CAPTION>
Six Months Ended
----------------
Jul. 2, Jun. 26,
1994 1993
---- ----
<S> <C> <C>
Cash flows provided by (used for) operating activities:
Net income $ 1,257 $ 1,117
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 473 317
Net loss on retirements of property, plant and equipment 18 17
Amortization of debt discount 9 8
Change in deferred tax assets and liabilities 3 16
Changes in assets and liabilities:
(Increase) in accounts receivable (140) (251)
(Increase) in inventories (359) (76)
(Increase) in other assets (52) (73)
Increase in accounts payable 116 54
(Decrease) in accrued compensation and benefits (110) (25)
Increase (decrease) in income taxes payable 7 (24)
Tax benefit from employee stock plans 26 32
Increase in other liabilities 113 113
------- -------
Total adjustments 104 108
------- -------
Net cash provided by operating activities 1,361 1,225
------- -------
Cash flows provided by (used for) investment activities:
Additions to property, plant and equipment (1,141) (816)
Purchases of long-term, available-for-sale investments (634) (303)
Sales of available-for-sale investments 9 --
Other (increase) decrease in available-for-sale investments 263 (273)
------- -------
Net cash (used for) investment activities (1,503) (1,392)
Cash flows provided by (used for) financing activities:
(Decrease) in short-term debt, net (30) (41)
Additions to long-term debt 38 59
Retirement of long-term debt (98) --
Proceeds from sales of shares through employee
stock plans and other 79 66
Proceeds from sale of Step-Up Warrants, net -- 287
Proceeds from sales of Put Warrants 65 51
Repurchase and retirement of common stock (517) (339)
Payment of dividends to stockholders (42) (42)
------- -------
Net cash (used for) provided by financing activities (505) 41
------- -------
Net (decrease) in cash and cash equivalents $ (647) $ (126)
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 31 $ 12
Income taxes $ 687 $ 576
</TABLE>
Certain 1993 amounts have been reclassified to conform to the 1994
presentation.
(See Notes to Consolidated Condensed Financial Statements.)
4
<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
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 Six Months Ended
------------------ ----------------
Jul. 2, Jun. 26, Jul. 2, Jun. 26,
1994 1993 1994 1993
---------- ---------- -------- ---------
<S> <C> <C> <C> <C>
Interest income $ 44 $ 35 $ 96 $ 70
Foreign currency gains (losses) 3 (2) 7 (1)
Other income (loss) (1) 3 (2) 4
---- ---- ----- ----
Total $ 46 $ 36 $ 101 $ 73
==== ==== ===== ====
</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. 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 will
be paid on September 1, 1994 to stockholders of record on August 1,
1994.
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. Unrealized gains and losses on
these swaps are offset by unrealized gains and losses on their
underlying investment or debt.
5
<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 July 2, 1994 includes the $169 million current
outstanding balance, net of unamortized discount, of zero coupon
notes. The full $187 million principal amount of these notes is due
May 15, 1995.
9. As part of the stock repurchase program authorized by the Board of
Directors, the Company repurchased and retired 820,000 shares in Q1
1994 at a cost of $52 million. During Q2 1994, the Company repurchased
and retired an additional 7.8 million shares at a cost of $465
million. As of July 2, 1994, after reserving shares to cover
outstanding put warrants, approximately 5.4 million shares remained
available for repurchase under the authorization. (Refer to Item 2,
Management's Discussion and Analysis of Financial Condition and
Results of Operations, for subsequent events).
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 two
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
======= ====== =======
</TABLE>
The amount related to the Company's potential buyback obligation has
been reclassified from Stockholders' Equity and recorded as Put
Warrants. The 12.3 million put warrants outstanding at July 2, 1994
expire on various dates between July 1994 and July 1995 and have
exercise prices ranging from $50.00 to $65.00 per share. There is no
dilutive effect on earnings per share for the periods presented.
(Refer to Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations, for subsequent activity).
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - SECOND QUARTER OF 1994 COMPARED TO SECOND QUARTER OF
1993
Intel Corporation posted record revenues and earnings in Q2 1994 -- the eighth
consecutive quarter in which it has done so. Revenues in Q2 1994 increased by
30% compared to Q2 1993. Higher volumes of advanced members of the
Intel486(TM) and Pentium(TM) processor families, partially offset by lower
average selling prices for these processors following normal price maturity
curves, and increased sales of integrated products were responsible for most of
the overall growth in revenues.
Cost of sales rose more rapidly than revenues, growing by 51% from Q2 1993 to
Q2 1994. The $390 million growth was driven by increased unit volumes,
including a greater proportion of integrated and flash memory products in the
product mix, and higher factory start-up costs related to new microprocessor
production processes. As a result of the shift in mix, lower average selling
prices for microprocessors, and the typically lower yields and higher costs
associated with ramping new factory production processes, gross margin declined
from 64% to 58%.
Sales of the Intel486 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 total of $122 million, or 23%, between these periods.
Personnel-related spending, including headcount and profit dependent expenses,
and expenditures for advertising and microprocessor development programs
accounted for most of this growth.
Interest and other income increased by $10 million, largely as a result of
higher investment balances and rates in Q2 1994 compared to the year-earlier
period. Interest expense over this period increased by $3 million, mainly
because of higher rates on borrowings.
The provision for taxes grew by $64 million, or 21%, primarily due to increased
pretax income and, to a lesser extent, an increase in the effective tax rate
from 35.0% for Q2 1993 to 36.5% for Q2 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 SIX MONTHS OF 1994 COMPARED TO FIRST SIX MONTHS
OF 1993
Revenues for the first half of 1994 grew by 31% compared to the same period one
year earlier. Higher volumes of members of the Pentium and Intel486 processor
families, partially offset by lower average selling prices following a normal
price maturity curve, and increased sales of integrated products drove the
overall revenue growth.
Cost of sales grew by 54% or $796 million. Higher unit volumes, including
greater proportions of lower-margin products such as memories and integrated
products, and increased factory startup costs fueled the growth in cost of
sales. As a result of the shift in product mix, lower average selling prices
for microprocessors, and the typically lower yields and higher costs associated
with ramping new factory production processes, gross margin declined from 64%
in the first half of 1993 to 58% in 1994.
Expenses increased by a combined 24%. Personnel-related spending, including
headcount and profit dependent expenses, and expenditures for advertising and
microprocessor development programs accounted for most of this growth.
The $123 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.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS - FIRST SIX MONTHS OF 1994 COMPARED TO FIRST SIX MONTHS
OF 1993 (CONTINUED)
Interest income rose by $28 million, or 38%, as both investment balances and
average rates increased. Interest expense was essentially flat over this
period, as the effects of higher rates and balances were offset by higher
construction-related interest capitalization.
Fiscal 1994 is a 53-week year for Intel. The first six months of 1994 consisted
of 27 weeks, compared to 26 in 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 July 2, 1994, total
cash and short- and long-term investments had decreased by $285 million from
the end of 1993, due in large part to activity in the Company's stock
repurchase program (see below). In addition to a $4.27 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.
The Company funded most of its investment needs during the first half of 1994
with cash generated from operations, which totaled $1.36 billion.
The Company invested $1.14 billion for property, plant and equipment during the
first half of 1994, as part of a planned 1994 budget of $2.4 billion. Most of
this spending was directed toward increased capacity and new microprocessor
production processes.
Inventory levels increased substantially during the first half of 1994, as the
Company ramped production to meet anticipated shipments of advanced
microprocessors at various levels of integration.
Key financing activities during the first six 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 8.6 million shares at an aggregate cost of $517 million
during the first two quarters of 1994 (7.8 million shares in Q2 1994). The
Company also sold 10.5 million put warrants in private placements during this
period, receiving proceeds of $65 million, while 13.0 million put warrants
expired unexercised. On July 20, 1994, the Board approved an increase of up to
15 million shares in the Company's stock repurchase program. As of August 12,
1994, 20.6 million shares remained available for repurchase under the
authorization, after reserving shares to cover 11.5 million outstanding put
warrants.
In Q2 1994, the Board also declared a quarterly dividend of $.06 per share (an
increase of $.01 per share) payable September 1 to stockholders of record on
August 1.
Subsequent to Q2 1994, the Company announced plans to sell certain assets
related to its programmable logic business to Altera Corporation for a price of
approximately $50 million in cash and stock. The sale, which is subject to
government approval, is expected to be completed on October 1, 1994 and
accordingly is expected to be accounted for in Q3 1994.
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.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
OUTLOOK
Future trends for revenue and profitability remain difficult to predict,
despite the solid financial results described in this report. 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 the continued availability of
subcontractor-supplied memory products; and ongoing litigation involving Intel
intellectual property. In recent periods Intel has lowered prices on its
microprocessors quarterly. In Q3 1994, however, some microprocessor prices
were reduced in two steps, with a price reduction at the beginning of the
quarter and a second reduction on August 1, 1994.
Revenues from the Company's flash memory business grew from 1993 to 1994, but
not at the rates expected. Intel and the Nippon Steel Semiconductor Corporation
(NPNX) recently announced an agreement to end a long-term 1991 flash memory
subcontracting agreement in 1995, earlier than previously planned. After
ramping down production at NPNX, the Company believes that it will have
adequate inventory and capacity to meet present and anticipated future demands
for flash with the options it has available to it.
The Company believes that its Intel486 and Pentium microprocessor families will
follow normal price maturity curves, but some distortion could occur if
imitation products enter the market in significant volume or alternative
architectures gain market acceptance. The Company continues to work toward its
challenging goal 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, market demand during the second half of 1994, and
microprocessor product mix.
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, which the Company considers vital to continued success, is also
expected to remain at high levels during the remainder of 1994 and for the
foreseeable future.
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.
9
<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 Report on Form 10-Q for the quarter
ended April 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
AMD filed a petition with the United States Supreme Court for certiorari with
respect to the Court of Appeals for the Ninth Circuit's decision on December
28, 1993 to lift the stay of the Intel386 copyright infringement suit. AMD's
petition was denied on June 10, 1994, and the Intel386 case may now proceed. No
pretrial or trial dates have been scheduled.
A trial on the in-circuit-emulation microcode was conducted from May 16, 1994
through June 1, 1994. Post-trial briefing is completed and Intel expects a
decision in the third quarter of 1994.
Advanced Micro Devices, Inc. ("AMD") v. Intel Corporation
U.S. District Court for the Northern District of California
(C91-20541) - Antitrust Suit
The case was transferred to Judge Robert Aguilar and the October 1994 trial
date was vacated.
On March 25, 1994, AMD filed an Amended Complaint asserting claims virtually
identical to those raised in the original complaint. Intel moved to dismiss
portions of AMD's amended complaint based upon the Court's prior rulings in the
case. A hearing on Intel's motion is scheduled for August 26, 1994. No
pre-trial or trial dates have been scheduled.
ITEM 2. CHANGES IN SECURITIES
As described in Item 4, below, the stockholders of the Registrant approved an
advisory proposal to redeem, or vote on, the Company's Rights Agreement with
the Harris Trust and Savings Bank (as successor Rights Agent). In July 1994,
Intel's Board of Directors voted to redeem the Common Stock Purchase Rights
effective August 1, 1994 with a one-time payment of $.005 per share payable on
September 1, 1994 to stockholders of record on August 1, 1994.
Reference is made to Exhibit 4.3 of the Registrant's 1993 Annual Report on Form
10-K for a more complete description of the Common Stock Purchase Rights.
10
<PAGE> 11
PART II - OTHER INFORMATION, CONTINUED
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At Intel Corporation's Annual Meeting of Stockholders held on May 4, 1994, the
following proposals were adopted by the margins indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES
VOTED FOR WITHHELD
--------- --------
<S> <C> <C>
1. To elect a board of directors to hold office
until the next annual meeting of stockholders
and until their respective successors, if any,
have been elected or appointed.
C. Barrett 361,066,964 1,072,346
W. Chen 361,193,903 945,407
A. Grove 361,068,935 1,070,375
J. Guzy 361,171,937 967,373
G. Moore 361,086,448 1,052,862
M. Palevsky 361,190,767 948,543
A. Rock 361,081,040 1,058,270
J. Shaw 361,172,686 966,624
L. Vadasz 360,997,566 1,141,744
D. Yoffie 361,079,367 1,059,943
C. Young 361,190,396 948,914
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
VOTED FOR VOTED AGAINST ABSTAINED NO VOTE
---------- ------------- --------- ----------
<S> <C> <C> <C> <C>
2. To approve the amendment and
restatement of the Company's 1984
Stock Option Plan. 289,741,788 60,032,274 1,434,969 10,930,278
3. To approve the amendment and
restatement of the Company's 1988
Executive Long Term Stock Option
Plan. 331,038,150 18,522,788 1,648,294 10,930,078
4. To approve the Company's
Executive Officer Bonus Plan. 343,048,275 8,887,503 2,477,207 7,726,324
5. To take action on a stockholder
proposal requesting the redemption
of, or vote on, the Company's
Common Stock Purchase Rights. 173,366,866 133,435,490 4,018,405 51,318,548
6. To ratify the appointment of the
accounting firm of Ernst & Young
as independent auditors for Intel
for the current year. 341,972,536 14,552,447 892,074 4,722,253
</TABLE>
11
<PAGE> 12
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.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter ended July, 2 1994.
12
<PAGE> 13
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: August 12, 1994 By: /s/ Andy D. Bryant
----------------------------
Andy D. Bryant
Vice President and
Chief Financial and
Principal Accounting Officer
13
<PAGE> 1
Exhibit 11.1
INTEL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(in millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Jul. 2, Jun. 26, Jul. 2, Jun. 26,
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 415 417 417 418
Add shares issuable from assumed exercise
of options and warrants 22 22 23 23
------- ------- ------- -------
Weighted average number of shares
outstanding as adjusted 437 439 440 441
====== ====== ===== =====
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 415 417 417 418
Add shares issuable from assumed
exercise of options and warrants 22 22 23 23
------- ------- ------- -------
Weighted average number of shares
outstanding as adjusted 437 439 440 441
====== ====== ======= =======
NET INCOME $ 640 $ 569 $1,257 $1,117
===== ===== ====== ======
PRIMARY EARNINGS PER SHARE $ 1.46 $ 1.30 $ 2.86 $ 2.53
====== ====== ======= =======
(1) FULLY DILUTED EARNINGS
PER SHARE $ 1.46 $ 1.30 $ 2.86 $ 2.53
====== ====== ======= ======
</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.
14
<PAGE> 1
Exhibit 12.1
INTEL CORPORATION
STATEMENT SETTING FORTH THE COMPUTATION
OF RATIOS OF EARNINGS TO FIXED CHARGES
(in millions)
<TABLE>
<CAPTION>
Six Months Ended
---------------------------
Jul. 2, Jun. 26,
1994 1993
---------- ----------
<S> <C> <C>
Income before taxes $ 1,980 $ 1,717
Add - Fixed charges net of capitalized interest 25 25
------- -------
Income before taxes and fixed charges
(net of capitalized interest) $ 2,005 $ 1,742
-------- --------
Fixed charges:
Interest* $ 20 $ 19
Capitalized interest 12 5
Estimated interest component of
rental expense 5 6
-------- --------
Total $ 37 $ 30
====== ======
Ratio of earnings before taxes and fixed
charges, to fixed charges 54.2 58.1
</TABLE>
* Interest expense includes the amortization of underwriting fees for the
relevant periods outstanding.
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