INTEL CORP
8-K, 1998-01-14
SEMICONDUCTORS & RELATED DEVICES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                  FORM 8-K
                               CURRENT REPORT



   Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


                      Date of Report:  January 13, 1998
                      (Date of earliest event reported)




                              INTEL CORPORATION
           (Exact name of Registrant as specified in its charter)



      Delaware                     0-6217                  94-1672743
      --------                     ------                  ----------
(State or other jurisdiction of  (Commission            (I.R.S. Employer
incorporation or organization)    file number)          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)
<PAGE> 2

ITEM 5.   OTHER EVENTS

    5.1   Attached  hereto  as Exhibit 99.1 and  incorporated  by
          reference  herein  is financial information  for  Intel
          Corporation for the quarter and the year ended December
          27,  1997  and forward-looking statements  relating  to
          1998  and the 1st  Quarter of 1998, as presented  in  a
          press release of January 13, 1998.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
          AND EXHIBITS

    (c)   Exhibits

          99.1   Financial information for Intel Corporation  for
          the quarter and the year ended December 27,  1997  and
          forward-looking statements relating to 1998 and the 1st
          Quarter of 1998.

<PAGE> 3

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 hereunto duly authorized.

                                       INTEL CORPORATION
                                       (Registrant)





Date:     January 13, 1998        By:  /s/ Andy D. Bryant
                                       ------------------
                                       Andy D. Bryant
                                       Vice President, Chief Financial
                                       Officer and Principal Accounting
                                       Officer







EXHIBIT 99.1




              INTEL'S 1997 REVENUE AND EARNINGS SET NEW RECORDS
        1997 Revenue up 20% to $25.1 Billion; 1997 EPS $3.87, up 33%;
                           Record quarterly revenue

SANTA  CLARA, Calif., Jan. 13, 1998 - Driven by the rapid  market
acceptance  of  the  Pentium(R) II processor and the   Pentium(R)
processor with MMX(TM) technology, both of which were introduced in
1997,  Intel's  1997  revenues and earnings  per  share  set  new
records, the company said today.  1997 was the eighth consecutive
year of both record revenue and earnings for Intel.
     Revenue totaled $25.1 billion in 1997, up from $20.8 billion
in 1996.  Net income was $6.9 billion or $3.87 per share, up from
$5.2 billion or $2.90 per share in 1996.
     Fourth quarter revenue of $6.5 billion set a record, and was
up  from $6.4 billion for the fourth quarter of 1996.  Net income
was  $1.7 billion for the fourth quarter, down from $1.9  billion
for  the comparable period a year ago.  Earnings per share in the
fourth  quarter were $0.98, down from $1.06 in the final  quarter
of 1996.
      "In  1997 our factories ramped new processing and packaging
technologies at an unprecedented rate," said Dr. Andrew S. Grove,
chairman  and chief executive officer.  "We introduced two  major
new  microprocessors, the Pentium processor with MMX   technology
and  the Pentium II processor, essentially replacing our previous
product line."
      "New market segments, from the basic PC to high performance
workstations and servers, offer growth opportunities  for  Intel.
In November, we announced a realignment of our product strategies
and  management  to  embrace all segments, positioning  Intel  to
excel  in a worldwide computing industry that continues to evolve
and expand."
      In  the fourth quarter, the company repurchased a total  of
12.7  million  shares of common stock at a cost of  $1.0  billion
under  an  ongoing  program.   For  the  full  year  the  company
repurchased 43.6 million shares at a cost of $3.4 billion.  Since
the  program  began  in 1990, the company has  repurchased  213.4
million shares at a total cost of $6.9 billion.
      During  the  quarter,  the company  announced  its  regular
quarterly  cash  dividend of $0.03 per share.   The  dividend  is
payable on March 1, 1998 to stockholders of record on February 1,
1998.  Intel has paid a quarterly dividend for over five years.
      Intel's  1998 Step-Up Warrants (INTCW) expire on March  14,
1998.   The warrants must be exercised on or before Friday, March
13,  1998.  The last day of trading of the warrants on The Nasdaq
Stock Market will be March 10, 1998.


                         BUSINESS OUTLOOK
                         ----------------
The  following  statements  are based  on  current  expectations.
These  statements  are forward-looking, and  actual  results  may
differ materially.  These statements do not reflect the potential
impact of any mergers or acquisitions that may be completed after
the date of this release, except as noted below.

**  The company expects revenue for the first quarter of 1998  to
be  approximately  flat  with  fourth  quarter  revenue  of  $6.5
billion.
**  Gross  margin  percentage in the first  quarter  of  1998  is
expected  to be down a few points from 59 percent in  the  fourth
quarter, primarily the result of purchased components used on the
SEC cartridge for the Pentium II processor.  Intel's gross margin
expectation  for 1998 is 55 percent, plus or minus a few  points.
In   the  short-term,  Intel's  gross  margin  percentage  varies
primarily with revenue levels and product mix.
**  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 long-term gross margin percentage will vary depending  on
product mix.
**  Expenses (R& D plus MG &A) in the first quarter of  1998  are
expected  to  be  approximately 2 to 5  percent  lower  than  the
expenses of $1.4 billion in the fourth quarter, primarily because
of seasonally lower marketing and advertising expenses.  Expenses
are dependent in part on the level of revenue.
**  R  &  D spending is expected to be approximately $2.8 billion
for 1998, up from $2.3 billion in 1997.
**  The  company expects interest and other income for the  first
quarter  of  1998  to be approximately $175 million  assuming  no
significant changes in cash balances, or interest rates,  and  no
unanticipated items.
** The tax rate in 1998 is expected to be 34.0 percent.
** Capital spending for 1998 is expected to be approximately $5.3
billion, up from $4.5 billion in 1997.
**  Depreciation is expected to be approximately $2.7 billion for
1998,  up  from $2.2 billion in 1997.  Depreciation in the  first
quarter of 1998 is expected to be approximately $580 million.

**  The  FTC  announced on January 13 that it would not  seek  to
enjoin  Intel's  proposed acquisition of Chips and  Technologies,
Inc.   If completed, the acquisition is expected to result  in  a
one-time  charge to Intel's earnings.  The amount of  the  charge
has not yet been determined.

      The above statements contained in this outlook are forward-
looking   statements  that  involve  a  number   of   risks   and
uncertainties.   In  addition to factors discussed  above,  among
other   factors  that  could  cause  actual  results  to   differ
materially  are the following: business and economic  conditions,
and  growth  in  the  computing industry  in  various  geographic
regions; changes in customer order patterns, including changes in
customer  and channel inventory levels and in seasonal PC  buying
patterns;  changes  in  the  mixes of  microprocessor  types  and
speeds,  motherboards, purchased components and  other  products;
competitive  factors,  such  as  rival  chip  architectures   and
manufacturing    technologies,   competing    software-compatible
microprocessors and acceptance of new products in specific market
segments;  pricing pressures; changes in end users'  preferences;
risk  of  inventory  obsolescence  and  variations  in  inventory
valuation;  excess  of purchased components; timing  of  software
industry    product   introductions;   continued    success    in
technological advances, including development, implementation and
initial production of new strategic products and processes  in  a
cost-effective  manner;  execution  of  the  manufacturing  ramp;
excess  or  shortage of manufacturing capacity;  the  ability  to
successfully integrate any acquired businesses, enter new  market
segments  and manage the growth of such businesses; unanticipated
costs  or  other  adverse effects associated with processors  and
other  products  containing  errata  (deviations  from  published
specifications);   risks  associated  with  foreign   operations;
litigation  involving intellectual property and consumer  issues;
and  other risk factors listed from time to time in the company's
SEC reports, including but not limited to the report on Form 10-Q
for the quarter ended September 27, 1997 (Part I, Item 2, Outlook
section).


    
                              INTEL CORPORATION
                              -----------------
                  CONSOLIDATED SUMMARY FINANCIAL STATEMENTS
                  -----------------------------------------
                     (Millions, except per share amounts)
                     ------------------------------------


<TABLE>
INCOME                             3 Months Ended           12 Months Ended
                                   --------------           ---------------
                                 Dec. 27,   Dec. 28,      Dec. 27,    Dec. 28,
                                   1997       1996          1997        1996
                                   ----       ----          ----        ----
<S>                              <C>        <C>           <C>         <C>
NET REVENUE                      $ 6,507    $ 6,440       $25,070     $20,847
                                 -------    -------       -------     -------
Cost of sales                      2,691      2,392         9,945       9,164
Research and development             605        520         2,347       1,808
Marketing, general
  and administrative                 818        722         2,891       2,322
                                 -------    -------       -------     -------
Operating costs and expenses       4,114      3,634        15,183      13,294
                                 -------    -------       -------     -------
OPERATING INCOME                   2,393      2,806         9,887       7,553
Interest and other                   201        133           772         381
                                 -------    -------       -------     -------
INCOME BEFORE TAXES                2,594      2,939        10,659       7,934
Income taxes                         851      1,029         3,714       2,777
                                 -------    -------       -------     -------
NET INCOME                       $ 1,743    $ 1,910       $ 6,945     $ 5,157
                                 =======    =======       =======     =======

BASIC EARNINGS PER SHARE         $  1.07    $  1.16       $  4.25     $  3.13
                                 =======    =======       =======     =======

DILUTED EARNINGS PER SHARE       $  0.98    $  1.06        $ 3.87     $  2.90
                                 =======    =======       =======     =======

COMMON SHARES OUTSTANDING          1,633      1,644         1,635       1,645
COMMON SHARES ASSUMING DILUTION    1,785      1,794         1,795       1,776
</TABLE>
- -----------------------------------------------------------------------------

<TABLE>
BALANCE SHEET
                                                      At               At
                                                   Dec. 27,         Dec. 28,
                                                     1997             1996
                                                     ----             ----
<S>                                                <C>              <C>
CURRENT ASSETS
- --------------
Cash and short-term investments                    $ 9,927          $ 7,994
Accounts receivable                                  3,438            3,723
Inventories                                          1,697            1,293
Deferred tax assets and other                          805              674
                                                   -------          -------
  Total current assets                              15,867           13,684
Property, plant and equipment, net                  10,666            8,487
Long-term investments                                1,839            1,353
Other assets                                           508              211
                                                   -------          -------
  TOTAL ASSETS                                     $28,880          $23,735
                                                   =======          ======= 
CURRENT LIABILITIES
- -------------------
Short-term debt                                    $   322          $   389
Accounts payable and accrued liabilities             4,017            3,014
Deferred income on shipments to distributors           516              474
Income taxes payable                                 1,165              986
                                                   -------          -------
  Total current liabilities                          6,020            4,863
                                                   -------          -------
LONG-TERM DEBT                                         448              728
                                                   -------          -------
DEFERRED TAX LIABILITIES                             1,076              997
                                                   -------          -------
PUT WARRANTS                                         2,041              275
                                                   -------          -------
STOCKHOLDERS' EQUITY
Common Stock and
  capital in excess of par value                     3,311            2,897
Retained earnings                                   15,984           13,975
                                                   -------          -------
  Total stockholders' equity                        19,295           16,872
                                                   -------          -------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $28,880          $23,735
                                                   =======          =======
</TABLE>


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