INTEL CORP
10-Q, 1997-05-13
SEMICONDUCTORS & RELATED DEVICES
Previous: INSTRON CORP, 10-Q, 1997-05-13
Next: INTERRA FINANCIAL INC, S-8, 1997-05-13



                                        
                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 March 29, 1997
                                        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 filing requirements for the past 90 days.  Yes_X_ No___
                                                  

               Shares outstanding of the Registrant's common stock:

          Class                                 Outstanding at March 29, 1997
Common Stock, $.001 par value                           819 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>
                                            Three Months Ended
                                            ------------------
                                        March 29,      March 30,
                                           1997           1996
                                        ---------      ---------
<S>                                     <C>            <C>
Net revenues                            $  6,448       $  4,644
Costs and expenses:
  Cost of sales                            2,307          2,421
  Research and development                   581            401
  Marketing, general and
    administrative                           693            517
                                        ---------      ---------

Operating costs and expenses               3,581          3,339
                                        ---------      ---------

Operating income                           2,867          1,305
Interest expense                              (7)            (5)
Interest income and other, net               215             76
                                        ---------      ---------

Income before taxes                        3,075          1,376

Provision for taxes                        1,092            482
                                        ---------      ---------

Net income                              $  1,983       $    894
                                        =========      =========
Earnings per common and
  common equivalent share               $   2.20       $   1.02
                                        =========      =========
Cash dividends declared per
  common share                          $   0.05       $   0.04
                                        =========      ========= 
Weighted average common
  and common equivalent shares
  outstanding                                900            880
                                        =========      =========          
</TABLE>

See Notes to Consolidated Condensed Financial Statements.

<PAGE> 3

PART I - (continued)

Item 1.  Financial Statements (continued)

<TABLE>

Intel Corporation
Consolidated Condensed Balance Sheets             March 29,      Dec. 28,
(in millions)                                       1997           1996
                                                  --------       --------
                                                 (unaudited)

<S>                                               <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                        $ 3,824       $ 4,165
  Short-term investments                             4,529         3,742
  Trading assets                                       146            87
  Accounts receivable, net                           3,984         3,723
  Inventories:
    Raw materials                                      290           280
    Work in process                                    708           672
    Finished goods                                     375           341
                                                   --------      --------
                                                     1,373         1,293
                                                   --------      --------
  Deferred tax assets                                  581           570
  Other current assets                                 144           104
Total current assets                                14,581        13,684
                                                   --------      --------

Property, plant and equipment                       14,902        14,262
Less accumulated depreciation                       (6,170)       (5,775)
Property, plant and equipment, net                   8,732         8,487
Long-term investments                                1,473         1,353
Other assets                                           316           211
                                                   --------      --------
TOTAL ASSETS                                       $25,102       $23,735
                                                   ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt                                  $   713       $   389
  Accounts payable                                   1,044           969
  Deferred income on shipments to distributors         513           474
  Accrued compensation and benefits                    721         1,128
  Accrued advertising                                  446           410
  Other accrued liabilities                            618           507
  Income taxes payable                               1,446           986
                                                   --------      --------
Total current liabilities                            5,501         4,863
                                                   --------      --------
Long-term debt                                         481           728
Deferred tax liabilities                               995           997
Put warrants                                         1,017           275
Stockholders' equity:
  Preferred stock                                       --            --
  Common stock and capital in excess
     of par value                                    2,996          2,897
  Retained earnings                                 14,112         13,975
                                                   --------       --------
Total stockholders' equity                          17,108         16,872
                                                   --------       --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $25,102        $23,735
                                                   ========       ========
</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>
                                                   Three Months Ended
                                                   ------------------
                                               March 29,        March 30,
                                                 1997             1996
                                                 ----             ----
<S>                                            <C>              <C>
Cash flows provided by (used for)
  operating activities:
Net income                                     $ 1,983          $   894
Adjustments to reconcile net income
  to net cash provided by
  operating activities:
  Depreciation                                     521              411
  Net loss on retirements of property,
   plant and equipment                              23               28
  Deferred taxes                                    33               48
  Changes in assets and liabilities:
    Accounts receivable                           (261)              15
    Inventories                                    (80)             460
    Trading assets                                 (59)             (75)
    Accounts payable                                75             (103)
    Accrued compensation and benefits             (407)            (301)
    Income taxes payable                           460              120
    Tax benefit from employee stock plans           51               18
    Other assets and liabilities                  (117)              70
                                               -------          -------
        Total adjustments                          239              691
                                               -------          -------

Net cash provided by operating activities        2,222            1,585
                                               -------          -------
Cash flows provided by (used for)
    investing activities:
  Additions to property, plant and equipment      (789)            (832)
  Purchases of available-for-sale investments   (2,263)            (544)
  Sales of available-for-sale investments           75               --
  Maturities and other changes in
    available-for-sale investments               1,292              359
                                               -------          -------
Net cash (used for) investing activities        (1,685)          (1,017)

Cash flows provided by (used for)
    financing activities:
  Increase in short-term debt, net                  24               80
  Additions to long-term debt                       68               --
  Proceeds from sales of shares through employee
    stock plans and other                          137               91
  Proceeds from exercise of 1998 Step-Up Warrants   22                2
  Proceeds from sales of put warrants               88               18
  Repurchase and retirement of common stock     (1,176)            (234)
  Payment of dividends to stockholders             (41)             (33)
                                               -------          -------
Net cash (used for) financing activities          (878)             (76)
                                               -------          -------
Net (decrease) increase in cash
  and cash equivalents                         $  (341)         $   492
                                               =======          =======

Supplemental disclosures of
  cash flow information:
  Cash paid during the period for:
   Interest                                    $     8          $     9
   Income taxes                                $   548          $   286
</TABLE>

Certain 1996 amounts have been reclassified to conform to the 1997 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 28, 1996. 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. The interim
     financial statements should be read in connection with the financial
     statements in the Company's Annual Report on Form 10-K for the year ended
     December 28, 1996.

2.   Interest income and other includes (in millions):
<TABLE>
                                             Three Months Ended
                                             ------------------
                                            March 29,   March 30,
                                              1997        1997
                                            --------    --------
      <S>                                   <C>         <C>
     Interest income                          $127        $ 80
     Foreign currency gains                     13           7
     Other income (expense), net                75         (11)
                                            --------    --------
     Total                                    $215        $ 76
                                            ========    ========
</TABLE>

     Other  income for the three months ended March 29, 1997 consists
     primarily of gains on sales of equity investments.

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.

     Effective December 27, 1997, the Company will adopt Statement of
     Financial Accounting  Standards  No. 128, "Earnings per Share."  At
     that time, the Company  will be required to change the method currently
     used to calculate earnings per share and to restate all prior periods.
     The new requirements will include a calculation of basic earnings per
     share, from which the dilutive effect of stock options and warrants will
     be excluded.  The basic earnings per share are expected to reflect an 
     increase of $.22 and $.07 per share for the quarters ended March 29,
     1997 and March 30, 1996, respectively, over the primary earnings per
     share reported for these quarters.  A calculation of diluted earnings
     per  share  will  also  be required;  however,  this  is not expected to
     differ  materially  from  the primary  earnings  per share of $2.20 and 
     $1.02 reported for  the  quarters ended March 29, 1997 and March 30, 1996,
     respectively.

4.   At March 29, 1997, a $300 million reverse repurchase arrangement
     originally payable in 2001 was reclassified from long-term debt to 
     short-term as it is expected to be redeemed or repaid within the next
     year. In March 1997,  the Company borrowed a total of 44 million Irish
     punts (approximate U.S. dollar equivalent of $68 million) due 2000-2017
     at interest rates ranging from  5% to  7%.   The  borrowings were made
     in connection with the financing  of  a factory  in  Ireland,  and Intel
     has invested the proceeds  in  Irish  punt denominated  instruments of
     similar maturity to hedge foreign currency  and interest rate exposures.

5.   During the first quarter of 1997, the Company repurchased 7.7 million
     shares of Common Stock under the Company's authorized repurchase program
     at a cost of $1.2 billion. During the quarter, the Company's Board of
     Directors approved an increase in the repurchase program of up to 30
     million additional shares, bringing the total authorization to 140 
     million shares. As of March 29, 1997, after allowing for the outstanding
     put warrants, approximately 39.9 million shares remained available under
     the repurchase program. (See Item 2. Management's Discussion and 
     Analysis for subsequent activity.)

<PAGE> 6

PART I - (continued)

Item 1.  Financial Statements (continued)

Intel Corporation, Notes to Consolidated Condensed Financial Statements
(continued)


6.    In a series of private placements during the 1991-1997 period, the 
      Company sold  put  warrants that entitle the holder of each warrant  to
      sell  to  the Company, by physical delivery, one share of Common Stock
      at a specified price.  Activity during the first quarter of 1997 is
      summarized as follows:
<TABLE>

                                             Put Warrants Outstanding
                                             ------------------------
                         Cumulative Premium      Number          Potential
    (In millions)            Received         Of Warrants       Obligation
- --------------------------------------------------------------------------
  <S>                    <C>                  <C>               <C>
  December 28, 1996           $ 335               4.5            $  275
  Sales                          88               6.0               916
  Expirations                    --              (3.0)             (174)
                              -----             -----            ------
  March 29, 1997              $ 423               7.5            $1,017
                              =====             =====            ======
</TABLE>

      The  6 million warrants were sold to banks and investment banks during
      January and February of 1997.  They expire on various dates between 
      October 1997  and  February  1998 and have exercise prices ranging from
      $147 to $162  per  share,  with  an  average  exercise  price  of $153.  
      The  7.5 million  put  warrants outstanding on March 29, 1997 expire on
      various dates between April  1997  and February  1998  and have exercise 
      prices ranging from $66 to $162  per  share, with  an  average exercise 
      price of $136. The amount related to the  Company's  potential  buyback 
      obligation has been reclassified from Stockholders'  Equity  and
      recorded  as  put  warrants.  There is no  material  dilutive  effect
      on earnings  per  share  for  the periods presented. (See  Item  2.
      Management's Discussion and Analysis for subsequent activity.)

7.    On January 13, 1997, the Board of Directors of the Company approved a
      two-for-one stock split to be effected as a special stock distribution
      of one share of  Common  Stock  for each share of the Company's Common
      Stock  outstanding, subject  to  stockholder approval of an increase
      in authorized shares  at  the Company's Annual Meeting on May 21, 1997.
      Because the proposed  stock  split cannot be effected until there is an
      increase in authorized shares, none of the share, per share, Common
      Stock, capital in excess of par  value  or  warrant amounts herein has
      been restated to reflect the effect of this split.

8.   Digital Equipment Corporation (DEC) publicly announced on May 13, 1997 
     that it  had  filed  a  lawsuit in U.S. District Court, District of
     Massachusetts, charging Intel with willful infringement of ten DEC
     patents in making, using and selling microprocessor products, including
     Intel's Pentium(R) and Pentium(R) Pro (including  Pentium(R) II)
     microprocessor families. In a  press  release,  DEC alleged that Intel's
     patent infringement has caused DEC economic injury and, if not stopped,
     would cause irreparable harm.  DEC stated that it is seeking both an
     injunction and monetary damages, including triple damages for Intel's
     willful violation of the patents, and that injunction would prohibit
     Intel from  using DEC's patented technology in its present and future
     microprocessor products.

     Intel  intends  to  closely  review  and to  vigorously  defend  against
     this lawsuit.   Intel  was  only made aware of this lawsuit  as  a
     result  of  the publication of the DEC press release on May 13, 1997.
     The Company has had no opportunity to review the allegations of the 
     complaint or to make any  assessment as to Intel's defenses or the 
     materiality of any financial impact of the  lawsuit  in the event that
     Intel is unsuccessful in defending against such action.

<PAGE> 7

Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Results of Operations - First Quarter of 1997 Compared to First Quarter of
- --------------------------------------------------------------------------
1996
- ----

Revenues  for  Q1 1997 increased by 39% compared to Q1 1996. Higher  volumes
of Pentium(R)  processors,  including processors  with  MMX(TM)  media
enhancement technology  (collectively the "Pentium processor family"),  and
Pentium(R)  Pro processors,  as  well  as  a shift in mix toward higher
performance  processors, drove  the overall growth in revenues. Chipsets also
showed significant  revenue growth between these periods.

Cost  of  sales declined by 5% from Q1 1996 to Q1 1997, due to shifts in 
product mix  and factory efficiencies due to increased volume. Costs for Q1 of
1996 also included  unusually  high  inventory reserves,  including  reserves
related  to inventories of certain purchased components.  Gross margin 
increased from 48% in Q1  1996 to 64% in Q1 1997 due to the more favorable
product mix and the reduced costs discussed above.

For Q1 1997 and Q1 1996, a majority of the Company's revenues, and a
substantial majority  of  its  gross margin, were derived from sales  of
Pentium  processor family  products, including related board-level products.
Sales of  Pentium  Pro processors and related board-level products 
represented a significant portion of the Company's revenues and gross margin
for the first quarter of 1997.

Research  and  development  expenses and marketing, general  and
administrative expenses  rose  by  a total of $356 million, or 39%, from Q1
1996  to  Q1  1997, primarily  due to higher levels of research and
development spending on  process and  product  technology, and higher
merchandising, Intel Inside(R) program  and profit dependent expenses.
Expenses were 20% of revenues in Q1 of 1997, the same as Q1 1996.

Interest  and other income for Q1 1997 increased by $139 million over the
prior year  due primarily to higher average investment balances and gains on
sales  of equity investments.

The  Company  utilizes  investments and corresponding  interest  rate  swaps
to preserve principal while enhancing the yield on its investment portfolio
without significantly increasing risk, and uses forward contracts, options
and swaps  to hedge  foreign currency, equity and interest rate market
exposures of underlying assets, liabilities and other obligations. Gains and
losses on these instruments are  generally  offset  by  those on the
underlying hedged  transactions;  as  a result,  there was no material net
impact on the Company's financial results  in either Q1 1997 or Q1 1996.

The provision for taxes increased by $610 million, or 127%, primarily due to
the increase  in  pretax  income  in Q1 of 1997. The effective  tax  rate
increased slightly from 35% for Q1 1996 to 35.5% for Q1 1997.


Financial Condition
- -------------------

The  Company's  financial condition remains very strong. As of March  29,
1997, cash,  trading assets and short- and long-term investments totaled $10
billion, up  from  $9.3  billion  at December 28, 1996. The Company's  other
sources  of liquidity  include credit lines, which are generally uncommitted,
and authorized commercial  paper borrowings together totaling approximately
$1.8  billion.  The Company also maintains the authority to issue an
aggregate of approximately $1.4 billion  in  debt,  equity  and other
securities under Securities  and  Exchange Commission shelf registration
statements.

The Company funded most of its investment needs during the first quarter of
1997 with  cash generated from operations, which totaled $2.2 billion. Major
uses  of cash  during the first quarter of 1997 included capital spending of
$789 million for  property,  plant and equipment, primarily for
microprocessor  manufacturing capacity, and $1.2 billion to buy back 7.7
million shares of Common Stock.

<PAGE> 8

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

Financial Condition (continued)

The  Company's  five largest customers accounted for approximately  35%  of
net revenues  for  the three month period ended March 29, 1997. At March  29,
1997, these customers accounted for approximately 27% of net accounts
receivable.

Key financing activities in the first quarter of 1997 included the repurchase
of 7.7  million  shares of Common Stock for $1.2 billion as part of  the
Company's authorized  stock  repurchase  program. The Company  also  sold  6
million  put warrants,  receiving  proceeds  of  $88  million,  while  3
million  previously outstanding put warrants expired unexercised. From the
end of the first  quarter of  1997 through May 5, 1997, the Company
repurchased 6.5 million shares of  its Common  Stock  at  a  cost  of $945
million, issued 4.5  million  put  warrants, receiving  premiums  of  $53
million, and  1.5  million  put  warrants  expired unexercised. As of May 5,
1997, Intel had the potential obligation to repurchase 10.5  million shares
of Common Stock at an aggregate cost of $1.6 billion  under outstanding  put
warrants.  The exercise price of  these  outstanding  warrants ranged  from
$143 to $162 per share, with an average exercise price of $149  per share.
During  the  first  quarter of 1997, the Company's  Board  of  Directors 
approved  an  increase of up to 30 million additional shares  in  the
Company's repurchase program. This increase brings the total authorization
to 140  million shares.   As  of  May  5,  1997,  30.4 million  shares
remained  available  for repurchase   under  the  repurchase  authorization,
after  allowing   for   the outstanding put warrants.

Management  considers  cash  flow  from  operations  and  available  sources
of liquidity  to  be  adequate  to meet business requirements  in  the
foreseeable future,   including  planned  capital  expenditure  programs,
working   capital requirements, the put warrant obligation and the dividend
program.


Outlook
- -------

The  outlook  section contains a number of forward-looking  statements,  all
of which are based on current expectations. Actual results may differ
materially.

The  Company  expects  revenue for the second quarter of  1997  to  be  flat
to slightly up from the first quarter revenue of $6.4 billion. Revenue is
partly  a function of the mix of microprocessors and related motherboards and
the  mix  of microprocessor types and speeds, all of which are difficult to
forecast. Because of the large price difference between types of
microprocessors, this mix affects the average price Intel will realize and 
has a large impact on Intel's revenues. In  addition,  the  Company expects
to continue to reduce microprocessor  prices systematically,  focused  on
moving  higher  performance  products   into   the mainstream.

Intel's  strategy  has  been,  and continues to  be,  to  introduce  ever-
higher performance  microprocessors. To implement this strategy, the Company
plans  to cultivate  new  businesses and continue to work with the  software
industry  to develop  compelling  applications  that  can  take  advantage  of
this   higher performance,  thus driving demand toward the newer products. In
line  with  this strategy,   the  Company  introduced  the  Pentium  processor
with  MMX   media enhancement  technology  during the first quarter of  1997
and,  in  May  1997, announced  the Pentium(R) II processor which combines the
advanced  technologies of  the  Pentium  Pro  processor with MMX technology.
The Company  has  expanded manufacturing capacity over the last few years and
continues to expand  capacity based on the assumed continued success of this
strategy.

<PAGE> 9

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

Outlook (continued)

The Company expects the gross margin percentage in the second quarter of 1997
to be  flat  to  slightly down from 64% in the first quarter. Intel's gross
margin expectation  for 1997 is 60 percent plus or minus a few points.   Based
on  the first quarter results and current expectations, the gross margin
percentage  for 1997 is expected to be at the mid to high part of that range.
The Company's goal continues  to  be to grow gross margin dollars, and the
Company  still  believes that over the long-term, the gross margin percentage
will be 50 percent plus  or minus  a  few  points.  Intel's gross margin
percentage  in  any  period  varies depending  on  the  mix of types of
microprocessors sold.  The  percentage  also varies depending on the mix of
microprocessors and related motherboards within a product  family.
Motherboards generally have lower margins than microprocessors, with  the
percentage of motherboards sold typically being higher early  in  the product
cycle and decreasing as the product matures. In addition, the Company's
newest product, the Pentium II, will be packaged with purchased components in 
a Single Edge Contact cartridge, which over time tends to increase absolute
dollar margins  but  to  lower  the  gross margin percentage.  Various  other
factors, including  unit  volumes and costs, yield issues associated with
production  at factories,  processor  speed mix and mix of shipments of  other
semiconductors, will also continue to affect the amount of cost of sales and
the variability  of gross margin percentages.

To  implement  its strategy, Intel continues to build capacity to produce
high-performance  microprocessors and other products. The Company  currently
expects capital  expenditures for 1997 to be approximately $4.5 billion.  This
spending plan  is  dependent  upon  expectations  regarding  manufacturing
efficiencies, delivery  times  of  various  machines  and  construction
schedules   for   new facilities.  Depreciation for 1997 is still expected to
be  approximately  $2.5 billion.

Spending  on  research and development and marketing, general and
administrative expenses in the second quarter of 1997 is expected to be
approximately  7  to  9 percent  higher  than  the $1.3 billion in the first
quarter  of  1997.  Expense projections  for  the  second quarter of 1997
incorporate salary  increases  and expected higher spending for merchandising
and research and development and  are subject to changes in revenue and profit
dependent expenses.

All microprocessors have errata.  (Errata are design defects or errors which
may cause  a  product  to deviate from published specifications.)  Intel's
standard practice since 1995 has been that when a new erratum is identified,
the  Company works  with  computer makers and software vendors to understand
the  issue  and evaluate  potential fixes, e.g., workarounds. After the
erratum  is  understood, the  Company  publishes the erratum so that consumers
can make their  purchasing decisions based upon available information.

The  Company's  future  results  of operations  and  the  other  forward-
looking statements  contained  in this outlook, in particular the  statements
regarding revenues,  pricing, gross margin, capital spending, depreciation,
research  and development,  and marketing and general and administrative
expenses,  involve  a number  of risks and uncertainties. In addition to the
factors discussed  above, among the other factors that could cause actual
results to differ materially are the  following: business conditions and
growth in the computing industry and  in the  general  economy; changes in
customer order patterns, including  timing  of delivery and changes in
seasonal fluctuations in PC buying patterns; competitive factors,   such  as
rival  chip  architectures,  competing  software-compatible microprocessors,
acceptance of new products and response  to  price  pressures; unanticipated
costs  or other adverse effects associated  with  processors  and other
products containing errata; risk of inventory obsolescence due to  shifts in
market demand; variations in inventory valuation; timing of software industry
product  introductions; continued success in technological  advances  and
their implementation,  including  the  manufacturing ramp;  timing  of  new
strategic product  and  process  development efforts; shortage of
manufacturing  capacity; risks  associated with foreign operations; and
litigation involving intellectual property and consumer issues.

Intel  believes  that it has the product offerings, facilities,  personnel,
and competitive and financial resources for continued business success,  but
future revenues, costs, margins and profits are all influenced by a number of
factors, as discussed above, all of which are inherently difficult to
forecast.

<PAGE> 10

PART II - OTHER INFORMATION
- ---------------------------

Item 1.   Legal Proceedings

A.     Litigation

Digital  Equipment Corporation (DEC) publicly announced on May 13, 1997 that
it had  filed a lawsuit in U.S. District Court, District of Massachusetts,
charging Intel  with willful infringement of ten DEC patents in making, using
and selling microprocessor  products,  including  Intel's  Pentium(R)  and
Pentium(R)   Pro (including  Pentium(R)  II) microprocessor families. In  a
press  release,  DEC alleged that Intel's patent infringement has caused DEC
economic injury and,  if not  stopped, would cause irreparable harm.  DEC 
stated that it is seeking  both an injunction and monetary damages, including
triple damages for Intel's willful violation  of the patents, and that
injunction would prohibit Intel  from  using DEC's patented technology in its
present and future microprocessor products.

Intel  intends to closely review and to vigorously defend against this
lawsuit. ntel was only made aware of this lawsuit as a result of the
publication of  the DEC  press release on May 13, 1997. The Company has had
no opportunity to review the  allegations of the complaint or to make any
assessment as to Intel's  defenses or  the  materiality of any financial impact
of the lawsuit in the event  that  Intel  is unsuccessful in defending against
such action.


Item 2.   Changes in Securities

Unregistered sales of equity securities.

Reference is made to the information on sales of put warrants appearing in
Note 6 under the heading "Intel Corporation, Notes to Consolidated Condensed
Financial Statements" in Part I, Item 1 hereof.  All such transactions are
exempt from registration under Section 4 (2) of the Securities Act of 1933.
Each transaction was privately negotiated and each offeree and purchaser was
an accredited investor/qualified institutional buyer.  No public offering or
public solicitation was used by the registrant in the placement of these
securities.

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 March 29, 1997.

<PAGE> 11

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 13, 1997                  By:   /s/ Andy D. Bryant
                                              ------------------------
                                              Andy D. Bryant
                                              Vice President,  Chief Financial
                                              Officer and Principal Accounting
                                              and Financial Officer



Exhibit 11.1
                            INTEL CORPORATION
                    COMPUTATION OF EARNINGS PER SHARE
                 (In millions, except per share amounts)
<TABLE>
                                                Three Months Ended
                                                ------------------
                                                March 29,  March 30,
                                                  1997       1996
                                                --------  ---------
<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                                 819       822

Add shares issuable from assumed exercise
  of options and warrants                             81        58
                                                  ------    ------
Weighted average number of shares
  outstanding as adjusted                            900       880
                                                  ======    ======


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                                        819        822

Add shares issuable from assumed
  exercise of options and warrants                    81         58
                                                  ------     ------
Weighted average number of shares
  outstanding as adjusted                            900        880
                                                  ======     ======

NET INCOME                                        $1,983     $  894
                                                  ======     ======
PRIMARY EARNINGS PER SHARE                        $ 2.20     $ 1.02
                                                  ======     ======
FULLY DILUTED EARNINGS PER SHARE<F1>              $ 2.20     $ 1.02
                                                  ======     ======
<FN>
<F1>
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.
</FN>
</TABLE>


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

                                  (in millions)
<TABLE>
                                              Three Months Ended
                                           March 29,      March 30,
                                             1997           1996
                                            ----------------------
<S>                                        <C>            <C>
Income before taxes                         $  3,075      $  1,376

Add fixed charges net of
   capitalized interest                           11             7
                                            --------      --------
Income before taxes and fixed
  charges (net of capitalized
  interest)                                 $  3,086      $  1,383
                                            ========      ========

Fixed charges:

Interest                                    $      7      $      5

Capitalized interest                               3             9

Estimated interest component
  of rental expense                                4             2
                                            --------      --------

Total                                       $     14      $     16
                                            ========      ========

Ratio of earnings before taxes and
  fixed charges, to fixed charges                220            86

</TABLE>

<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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-27-1997
<PERIOD-END>                               MAR-29-1997
<CASH>                                            3824
<SECURITIES>                                      4675
<RECEIVABLES>                                     3984<F3>
<ALLOWANCES>                                         0
<INVENTORY>                                       1373
<CURRENT-ASSETS>                                 14581
<PP&E>                                           14902
<DEPRECIATION>                                    6170
<TOTAL-ASSETS>                                   25102
<CURRENT-LIABILITIES>                             5501
<BONDS>                                            481
                             1017<F1>
                                          0
<COMMON>                                          2996
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                     25102
<SALES>                                           6448
<TOTAL-REVENUES>                                  6448
<CGS>                                             2307
<TOTAL-COSTS>                                     2307
<OTHER-EXPENSES>                                   581<F2>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   7
<INCOME-PRETAX>                                   3075
<INCOME-TAX>                                      1092
<INCOME-CONTINUING>                               1983
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1983
<EPS-PRIMARY>                                     2.20
<EPS-DILUTED>                                        0<F4>
<FN>
<F1>Item consists of put warrants.
<F2>Item consists of research and development.
<F3>Item shown net of allowance, consistent with the balance sheet
    presentation.
<F4>Item not reported because immaterially different from primary
    EPS.
</FN>
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission