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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required) For the
fiscal year ended December 25, 1993, OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) 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)
Registrant's telephone number, including area code (408) 765-8080
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Common Stock Purchase Rights
1998 Step-Up Warrants to Purchase Common Stock
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_
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Paragraph 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Aggregate market value of voting stock held
by non affiliates of the registrant as of February 26, 1994
$26,802,725,000
419,879,840 shares of Common Stock Outstanding as of February 26, 1994
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of Annual Report to Stockholders for fiscal year ended
December 25, 1993-Items 5, 6, 7, 8 and 14.
(2) Portions of Proxy Statement dated March 21, 1994 -Items 10, 11, 12, and
13.
No. 242026-001
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PART I
ITEM 1. BUSINESS
INDUSTRY
Intel Corporation and its subsidiaries (collectively called "Intel," the
"Company" or the "Registrant") operate in one dominant industry segment. The
Company designs, develops, manufactures and markets advanced microcomputer
components and related products at various levels of integration.
Intel components consist of silicon-based semiconductors etched with complex
patterns of transistors. Each one of these integrated circuits (ICs) can
perform the functions of thousands- or even millions-of individual transistors,
diodes, capacitors and resistors.
PRODUCTS
Intel's product strategy is twofold: the Company offers to OEMs (original
equipment manufacturers) a wide range of PC (personal computer) building-block
products to meet their needs, and offers to PC users products that expand the
capability of their systems and networks.
The Company's major products include microprocessors, embedded products, memory
chips, computer modules and boards, network and communication products,
personal conferencing products and parallel supercomputers.
MICROPROCESSORS. A microprocessor is the central processing unit of a
PC. It processes system data and controls other devices in the system, acting
as the brains of a PC. Intel's 32-bit processors include the flagship
Pentium(TM) family and the Intel486(TM) microprocessor family. Pentium
processors are the latest extension of an architecture that is pervasive
worldwide; the market research firm Dataquest estimates that over 105 million
PCs based on Intel architecture are currently in use (compared to fewer than 20
million PCs based on other architectures). The Company's strategy is to develop
products in the Intel architecture family which are compatible with the
installed base of software applications.
Intel's developments in the art of semiconductor design and manufacturing have
made it possible to decrease the feature size of circuits etched into silicon.
This means that a greater number of transistors can be fit on each silicon
wafer, resulting in microprocessors that are smaller, faster running, more
energy efficient, and less expensive to make.
Within the Intel486 microprocessor product family, certain designations and
product names differentiate the processors from one another. SX and DX are used
to designate the earlier, lower-cost generations of the family. The IntelDX2(TM)
chip is designed with speed-doubling technology that is up to twice the speed
of the Intel486 DX processor and is targeted at high-volume entry level systems
for business and home users. Introduced in early 1994, the IntelDX4(TM)
processor, the fastest member of the Intel486 microprocessor family, is
appropriate for both desktop and mobile systems. The IntelDX4 processor family
offers up to 50 percent more performance than the 66-MHz IntelDX2
microprocessor. In addition, the Company has added its SL technology to the
Intel486 CPU line, allowing computer manufacturers to implement
power-management features in hardware at no price premium.
In 1993, Intel introduced the 60- and 66-MHz Pentium processors that process up
to 112 million instructions per second (MIPS). In March 1994, Intel announced
3.3 volt, 90- and 100-MHz Pentium processors that process up to 166 MIPS. All
members of the Pentium family contain energy- efficient circuitry. The Company
is planning to release its next-generation microprocessor, now under
development and code-named the P6, in 1995. Completely binary compatible with
previous generations of the Intel architecture, the P6 is expected to operate
between 250-300 MIPS.
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Sales of the Intel486 CPU family of microprocessors comprised a majority of the
Company's revenues and a substantial majority of its gross margin in 1992 and
1993. In 1991, combined sales of the Intel486 and Intel386(TM) microprocessor
families comprised a majority of revenues and a substantial majority of gross
margin. The Pentium processor began to contribute significantly to overall
revenue growth in the fourth quarter of 1993. The Company expects its Intel486
family of microprocessors to follow a normal price maturity curve, but some
distortion could occur if imitation products enter the market in significant
volume or alternative architectures gain acceptance. Intel expects to ship
several million Pentium processors in 1994, but to some extent such sales
depend on peripheral products supplied by other companies.
EMBEDDED PRODUCTS. Embedded chips provide the computing power in devices other
than PCs and workstations. Embedded products are dedicated to specific
application functions and are found in printers, copiers, fax machines, VCRs,
cable converter boxes and other TV equipment, in commercial and military
avionics, in medical instrumentation, and in factory automation control
products.
Intel's embedded product line consists of 32-bit processors, including the
i960(R) processor family, which are the best selling RISC (reduced instruction
set computing) chips in the world in terms of units sold (according to
Dataquest); embedded Intel386 processors that primarily use the DOS operating
system; 16-bit microcontrollers, such as the 8096 and the 80C196; and 8-bit
microcontrollers, such as the MCS(R)51 microcontroller family. The Company
introduced several embedded products in 1993 including the Intel386 CX and EX
chips, the 87C196MD controller for motor control applications, and the small
82078 floppy disk controller targeted for PC notebooks.
MEMORY CHIPS. Memory components are used to store computer programs and data
entered by users. Flash memories are nonvolatile and do not require power to
retain information.
Intel supplies a broad line of flash memory components. The Company's newest
generation of flash memory products is designed for sub-notebook and handheld
computers and communication devices in addition to many embedded applications.
Flash memory chips are serving as disk drive replacements in the mobile market,
storing the BIOS (basic input/output software) that controls the basic
operation of mobile and desktop systems and other software that controls
circuitry in both mobile and desktop systems, and meeting many embedded data
storage needs.
In 1993, Intel introduced 16- and 32-Mbit flash chips; 4-, 20- and 40-Mbyte
flash cards; and 5- and 10-Mbyte flash drives.
COMPUTER MODULES AND BOARDS. Hundreds of microcomputer platforms and
single-board computers based on Intel components are now widely accepted as
basic building blocks for technical and commercial applications. Many OEMs
build their own PCs, microcomputers, real-time control systems and other
products based on these modules.
NETWORK AND COMMUNICATION PRODUCTS. Sold to PC users through retail channels,
these hardware and software products improve the performance or capabilities of
PC systems and networks.
Some Intel products make PC networks easier for LAN administrators to install
and manage. When PC users install other cards and software, their systems are
able to access online services and transmit information to and from fax
machines or other PC faxmodems.
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Supporting a "smart network" services strategy are new or upgraded LAN
products: EtherExpress(TM) LAN adapters that use flash memory for one-step
installation and configuration; StorageExpress(TM) back up servers; NET
SatisFAXtion(R) software; NetportExpress(TM) print servers; and LANDesk(TM)
Manager software that combines management of desktop systems, servers, wire
segments and services on LANs. In 1993, Intel also introduced the Intel
wireless modem, the Value Line faxmodems and three credit-card-size Intel
PCMCIA (PC Memory Card International Association) faxmodems.
PERSONAL CONFERENCING PRODUCTS. PC users can install Intel software and cards
that let two users view and manipulate the same documents simultaneously and,
in some cases, see the other user. Personal conferencing products merge the
power of the PC with the real-time immediacy of the telephone. Intel
introduced its ProShare(TM) personal conferencing products, including the
ProShare Video System 200, in early 1994.
PARALLEL SUPERCOMPUTERS. The fastest computer systems available, supercomputers
are intended to solve the most computationally intensive problems. Parallel
supercomputers use the processing power of multiple microprocessors working
simultaneously. Intel offers two lines of parallel supercomputers: the
iPSC(R)/860 supercomputer, based on up to 128 i860(TM) XR microprocessors; and
the Paragon(TM) XP/S massively parallel supercomputer, with up to 4,000 i860 XR
microprocessors working together.
MANUFACTURING
Intel's domestic facilities in Chandler, Arizona; Aloha and Hillsboro, Oregon;
Las Piedras, Puerto Rico; Santa Clara and Folsom, California; and Rio Rancho,
New Mexico conduct most of the Company's VLSI (very-large-scale-integration)
wafer production, some product assembly and final testing, and most production
of microcomputers and memory boards and systems.
Outside of the United States, a significant and growing portion of Intel's VLSI
wafer manufacturing, including some Intel486 microprocessor production, is
conducted at fabrication plants in Jerusalem, Israel and Leixlip, Ireland. A
significant portion of Pentium processor production is planned for the Ireland
site, which opened in early 1994. Most of Intel's VLSI component assembly and
testing is conducted at facilities in Penang, Malaysia and Manila, Philippines.
Some production of microcomputers and memory boards and systems is conducted at
another Leixlip, Ireland plant.
To augment capacity, Intel uses subcontractors to perform assembly of certain
products and wafer fabrication for certain VLSI components, including flash
memory. The Company cannot give assurances that it will be able to fully
satisfy demand for certain of its products.
The manufacture of integrated circuits is a complex process. Normal
manufacturing risks include errors in the fabrication process, defects in raw
materials, as well as other factors, all of which can affect yields.
In general, if Intel were unable to assemble, test, or perform wafer
fabrication on its products abroad, or if air transportation between its
foreign facilities and the United States were disrupted, there could be a
materially adverse effect upon the Company's operations. In addition to normal
manufacturing risks, foreign operations are subject to certain additional
exposures including political instability, currency
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controls and fluctuations, and tariff and import restrictions. To date, Intel
has not experienced significant difficulties related to these foreign business
risks.
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EMPLOYEES
At December 25, 1993, the Company employed approximately 29,500 people
worldwide.
SALES
Most of Intel's products are sold or licensed through sales offices located
near major concentrations of users throughout the United States, Europe, Japan,
Asia-Pacific, and other parts of the world.
The Company also uses distributors (industrial and retail) and representatives
to distribute its products both in the United States and overseas. Typically,
distributors handle a wide variety of products, including those competitive
with Intel products, and fill orders for many customers. Most of Intel's sales
to distributors are made under agreements allowing for price protection and/or
the right of return on unsold merchandise. Sales representatives generally do
not offer directly competitive products, but may carry complementary items
manufactured by others. Representatives do not maintain a product inventory;
instead, their customers place large quantity orders directly with Intel and
are referred to distributors for smaller orders. Sales of Intel products
during 1993 were made to many thousands of customers worldwide, one of which,
International Business Machines Corp., accounted for 10% of total revenues.
BACKLOG
Intel's sales are made primarily pursuant to standard purchase orders for
delivery of standard products. Intel has some agreements that give a customer
the right to purchase a specific number of products during a time period.
Although not generally obligating the customer to purchase any particular
number of such products, some of these agreements do contain billback clauses.
As a matter of industry practice, billback clauses are difficult to enforce.
The quantity actually purchased by the customer, as well as the shipment
schedules, are frequently revised during the agreement term to reflect changes
in the customer's needs. In light of industry practice and experience, Intel
does not believe that such agreements are meaningful for determining backlog
figures. Intel believes that only a small proportion of its order backlog is
noncancellable and that the dollar amount associated with the noncancellable
portion is immaterial. Therefore, Intel does not believe that backlog as of
any particular date is necessarily indicative of future results.
COMPETITION
The Company competes in different product lines to various degrees on the basis
of price, performance, availability and quality. Many companies compete with
Intel and are engaged in the same basic fields of activity, including research
and development. Both foreign and domestic, these competitors range in size
from large multinationals to smaller companies competing in specialized
markets. Intel is engaged in a rapidly advancing field of technology in which
its ability to compete depends upon the continuing improvement of its products,
continuing cost reductions, and the development of new products to meet
changing customer requirements.
Prices decline rapidly in the semiconductor industry as unit volume grows, as
competition develops, and as production experience is accumulated. In the
microcomputer and memory boards and systems area, Intel competes with component
manufacturers and microprocessor-based computer manufacturers. Some of these
competitors are also Intel customers.
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A number of competitors have developed products that imitate some of
the Company's key products, including the Intel486 and Intel386 microprocessor
families. Some of these products obtained market acceptance and Intel's
revenues and margins with respect to certain of these products were adversely
affected. In addition, other competitors have indicated their intention to
develop imitations of the Pentium processor. On March 10, 1994, a jury
returned a verdict in favor of Advanced Micro Devices, Inc. ("AMD") regarding
AMD's right to copy certain microcode. (See "Legal Proceedings.") Intel
intends to appeal the verdict. If AMD ultimately prevails in its position that
it has a license to use Intel microcode (rather than having to develop its own
microcode independently), AMD will be able to more easily develop and ship
imitations of certain Intel products, including Intel microprocessors. In
February 1994, the Company settled a lawsuit with Cyrix Corp. under which the
Company dismissed certain patent infringement claims and granted certain
licenses. The Company also faces significant competition from companies that
offer rival microprocessor architectures. The Company cannot predict whether
such rival architectures will gain market acceptance or provide increased
competition to the Company's products. The Company continues to believe that
its Intel486 microprocessors will follow a normal price maturity curve, but
some distortion could occur if imitation products enter the market in
significant volume or alternative architectures gain market acceptance.
It continues to be Intel's strategy to maintain its competitive advantage
through the development and marketing of advanced products which provide
greater functionality to its customers than is provided by competitive
products. Intel also is committed to the protection of its intellectual
property rights against illegal use. There can be no assurance, however, that
competitors will not introduce new products (either imitative or of rival
architectural designs) or reduce prices on existing products. Such
developments could have an adverse effect on Intel's revenues and margins.
RESEARCH AND DEVELOPMENT
The Company's competitive position has developed to a large extent because of
its emphasis upon research and development. This emphasis has enabled Intel to
deliver products before they have become available from competitors, and thus
has permitted Intel's customers to commit to the use of these new products in
the development of their own products. Intel's research and development
activities are directed towards developing new products and improving existing
products and lowering their cost. Intel's expenditures for research and
development were $970, $780 and $618 million in fiscal years 1993, 1992 and
1991, respectively. As of December 25, 1993, Intel had approximately 6,200
employees engaged in research and development. The results of Intel's research
and development depend upon competitive circumstances and Intel's ability to
transfer new products to production in a timely and cost effective manner.
Most design and development of VLSI components and systems is performed at
Intel's facilities in Santa Clara and Folsom, California; Aloha and Hillsboro,
Oregon; Chandler, Arizona; and Haifa, Israel. The Company also has design
facilities in Tsukuba, Japan.
INTELLECTUAL PROPERTY AND LICENSING
Intellectual property rights which apply to various Intel products include
patents, copyrights, trade secrets, trademarks and maskwork rights. Because of
the rapidly changing technology and a broad distribution of patents in the
semiconductor industry, Intel's present intention is not to rely primarily on
intellectual property rights to protect or establish its market position.
However, Intel has established an active program to protect its investment in
technology by enforcing all of its intellectual property rights. Intel does
not intend to broadly license its intellectual property rights unless it can
obtain adequate consideration. Reference is also made to the captions
"Competition" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
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Intel has filed and obtained a number of patents in the United States and
abroad. Intel has entered into cross license agreements with many of its major
competitors.
Intel protects many of its computer programs by copyrighting the programs.
Intel has registered numerous copyrights with the United States Copyright
Office. The ability to protect or to copyright software in some foreign
jurisdictions is not clear. However, Intel has a policy of requiring customers
to sign a software license contract before providing a customer with certain
computer programs. Certain VLSI components have computer programs embedded in
them, and Intel has obtained copyright protection for some of these computer
programs as well.
Beginning in 1985, Intel has obtained protection for the maskworks for a number
of its components under the Chip Protection Act of 1984.
Intel has obtained certain trademarks and trade names for its products to
distinguish genuine Intel products from those of its competitors and is
currently engaged in a cooperative program with OEM manufacturers to identify
personal computers that incorporate genuine Intel microprocessors with the
Intel Inside(R) logo.
Intel maintains certain details about its processes, products and strategies as
trade secrets.
As is the case with many companies in the semiconductor industry, Intel has,
from time to time, been notified of claims that it may be infringing certain
patent rights of others. These claims have been referred to counsel and they
are in various stages of evaluation and negotiation. If it appears necessary
or desirable, Intel may seek licenses for these intellectual property rights.
Intel can give no assurance that licenses will be offered by all claimants or
that the terms of any offered licenses will be acceptable to Intel or that in
all cases the dispute will be resolved without litigation.
COMPLIANCE WITH ENVIRONMENTAL REGULATIONS
To Intel's present knowledge, compliance with federal, state and local
provisions enacted or adopted for protection of the environment has had no
material effect upon its operations. However, reference is made to Item 3.,
Legal Proceedings, of this Form 10-K.
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EXECUTIVE OFFICERS
The following sets forth certain information with regard to executive officers
of Intel (ages are as of December 25, 1993):
Craig R. Barrett (age 54) has been Chief Operating Officer since 1993, a
director of Intel Corporation since 1992, and Executive Vice President since
1992; and Vice President and General Manager of the Microcomputer Components
Group from 1989 to 1992.
Andrew S. Grove (age 57) has been a director of Intel Corporation since 1974,
President since 1979 and Chief Executive Officer since 1987.
Gordon E. Moore (age 65) has been a director of Intel Corporation since 1968
and Chairman of the Board of Intel Corporation since 1979.
Leslie L. Vadasz (age 57) has been a director of Intel Corporation since 1988
and Senior Vice President, Director of Corporate Business Development since
1991; and Senior Vice President and General Manager of the Systems Group from
1986 to 1990.
Frank C. Gill (age 50) has been Senior Vice President and General Manager,
Intel Products Group since 1991; Senior Vice President and President of the
Systems Group from 1990 to 1991; Senior Vice President and Director of Sales
from 1989 to 1990; and Vice President and Director of Sales from 1987 to 1989.
David L. House (age 50) has been Senior Vice President and Director, Corporate
Strategy, since 1991; Senior Vice President and President of Microcomputer
Components Group from 1990 to 1991; and Senior Vice President and General
Manager, Microcomputer Components Group from 1987 to 1990.
Paul S. Otellini (age 43) has been Senior Vice President and General Manager,
Microprocessor Products Group, since January 1993; Vice President and General
Manager, Microprocessor Products Group from 1991 to 1992; Vice
President/General Manager, Micro Products Group from 1990 to 1991; Vice
President/Assistant to the President from 1989 to 1990; and Vice
President/General Manager, Folsom Microcomputer Division from 1988 to 1989.
Gerhard H. Parker (age 50) has been Senior Vice President and General Manager,
Technology & Manufacturing Group since 1992; Vice President and Director,
Technology & Manufacturing Group from 1991 to 1992; Vice President and
Director, Technology Group from 1990 to 1991; Vice President and General
Manager, Technology and Manufacturing Group during 1990; Vice President and
General Manager, Component Technology and Development Group from 1989 to 1990;
and Vice President and Director of Technology Development from 1979 to 1989.
Robert W. Reed (age 47) has been Senior Vice President and General Manager,
Semiconductor Products Group since 1991; Senior Vice President and Chief
Financial Officer from 1990 to 1991; Senior Vice President, Chief Financial
Officer and Director of Administration from 1989 to 1990; and Vice President,
Chief Financial Officer and Director of Administration from 1987 to 1989.
Ronald J. Whittier (age 57) has been Senior Vice President and General Manager,
Architecture and Software Technology Group since January 1993; Vice President
and General Manager, Software Technology Group from 1991 to 1992; Vice
President and Director of Marketing from 1990 to 1991; and Vice President and
Director of Corporate Marketing from 1985 to 1990.
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Albert Y.C. Yu (age 52) has been Senior Vice President and General Manager,
Microprocessor Products Group, since January 1993; Vice President and General
Manager, Microprocessor Products Group from 1991 to 1992; Vice President and
General Manager, Micro Products Group from 1990 to 1991; Vice President and
General Manager, Component Technology and Development Group from 1989 to 1990;
and Vice President/General Manager, Development, Microcomputer Components Group
from 1987 to 1989.
Michael A. Aymar (age 46) has been Vice President and General Manager, Intel
486(TM) Microprocessor Division since January 1994; Vice President and General
Manager, Mobile Computing Group, from 1991 to 1994; Vice President/General
Manager, Santa Clara Microcomputer Division from 1989 to 1991; Vice President,
Component Technology & Development Group; and Director, Design Technology from
1988 to 1989.
Andy D. Bryant (age 43) has been Vice President and Chief Financial Officer
since February 1994; Vice President, Intel Products Group from 1990 to 1994;
and Director of Finance from 1987 to 1990.
F. Thomas Dunlap, Jr. (age 42) has been Vice President, General Counsel and
Secretary since 1987.
G. Carl Everett (age 43) has been Vice President and Director, Worldwide Sales
Group since 1990; Vice President and Director of North American Sales during
1990; and Vice President, Sales and Marketing Group from 1987 to 1990.
Kenneth B. Fine (age 52) has been Vice President and General Manager,
Semiconductor Products Group since January 1993; Vice President/General
Manager, Multimedia and Supercomputing Components Group from 1991 to 1992; Vice
President/General Manager, Embedded Controller and Memory Group from 1990 to
1991; and General Manager, Chandler Microcomputer/ASIC Division from 1988 to
1990.
Harold E. Hughes, Jr. (age 47) has been Vice President and Director of Planning
since February 1994; Vice President and Chief Financial Officer from 1991 to
1994; Vice President and Controller, Microcomputer Components Group from 1990
to 1991; Vice President and Director of Business Development, Microcomputer
Components Group during 1990; and Vice President and Director of Business
Development, Component Technology and Development Group from 1988 to 1990.
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ITEM 2. PROPERTIES
At December 25, 1993, Intel owned the major facilities described below:
No. of
Bldgs. Location Total Sq. Ft. Use
------ -------- ------------- ---
40 United States (A) 6,805,000 Executive and administrative offices, wafer fabrication, components testing
and assembly, research and development, computer and service functions,
system assembly, and warehousing.
2 Ireland 688,000 Wafer fabrication, system and board assembly, and administrative offices.
4 Israel 379,000 Wafer fabrication, design center, sales office and related support
functions.
5 Malaysia (B) 354,000 Components assembly and testing and administrative offices.
4 Puerto Rico 292,000 Systems manufacturing, board assembly, warehousing and administration.
3 England 184,000 European sales, marketing, warehousing and related support functions.
3 Japan 154,000 Design center, sales, warehousing and related support functions.
1 Philippines (C) 98,000 Components assembly and testing and administrative offices.
1 Germany 86,000 European marketing, German sales and administrative offices.
1 France 63,000 French sales and administrative offices.
At December 25, 1993, Intel also leased 18 major facilities in the U.S.
totaling approximately 1,388,000 square feet and 6 facilities in other
countries totaling approximately 169,000 square feet. These leases expire at
varying dates through 2002, including renewals at the option of Intel.
Intel believes that its existing facilities are suitable and adequate, and the
productive capacity in such facilities is in general being utilized. Intel has
other facilities available that it can equip to meet future demand as such
demand materializes. These include 2.7 million square feet of building space
under various stages of construction in the United States and abroad for
manufacturing and administration purposes. The Company has plans for an
additional 1.3 million square feet of manufacturing building space in the
United States.
______________________________
(A) Includes an idle, 131,000 square foot facility formerly utilized for wafer
fabrication and administration, that is currently for sale.
(B) The lease on a portion of the land used for these facilities expires in
2032.
(C) Leases on land expire in 1998, 2002 and 2008.
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ITEM 3. LEGAL PROCEEDINGS
A. LITIGATION
Intel v. Advanced Micro Devices ("AMD")
U.S. District Court for the Northern District of California
(C90-20237) - Intel287(TM) Copyright Infringement Suit
In a letter dated March 23, 1990 from AMD, AMD asserted a right to copy and
distribute Intel-copyrighted microcode in an AMD 80287 math coprocessor. In
response to the letter, Intel filed a suit on April 23, 1990 in the U.S.
District Court for the Northern District of California, alleging that AMD
infringed Intel's copyright on the microcode for the Intel287 math coprocessor.
In its defense, AMD claimed a license to copy and distribute Intel copyrighted
microcode based on a clause in a 1976 patent cross license agreement which
gives AMD the right "...To copy microcodes contained in Intel microcomputers
and peripheral products sold by Intel."
On June 17, 1992, a jury rendered its verdict that AMD did not prove that the
1976 copyright license, which AMD was using as a defense in the case, covered
the Intel287 math coprocessor.
On April 15, 1993, Judge Ingram granted AMD a new trial in this case. The
judge ruled that Intel's failure to disclose and produce a press release and
related documents during the discovery phase of the trial was grounds for a new
trial. The ruling overturned the jury verdict and a subsequent ruling by Judge
Ingram that AMD did not have the right under this agreement to distribute
products containing Intel microcode.
On March 10, 1994, a second jury found that AMD does have a license to copy
microcode in Intel microprocessors and peripheral products. Intel intends to
appeal this second verdict as well as ask the court to reinstate the original
verdict.
If AMD ultimately prevails and maintains the right to copy and distribute Intel
microcode (rather than having to develop its own microcode independently), AMD
will be able to sell products which more closely imitate Intel products,
including microprocessors. Any such right could continue through December 31,
1995. However, AMD is expected to claim that any such microcode right
continues beyond termination of the agreement on December 31, 1995.
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 9, 1991, Intel filed another copyright infringement suit against AMD
in which Intel alleges that AMD copied the Intel386 microcode and a control
program which is stored in a programmable logic array. Intel has asked for
over $600 million in damages.
AMD filed a motion with the court to stay this case pending the outcome of
Intel's appeal of an arbitrator's award in a state court action. On October
29, 1992, Judge Patricia Trumbull granted AMD's motion to stay this case
pending the outcome of the state court appeal. On December 28, 1993, the Court
of Appeals for the Ninth Circuit reversed the stay. AMD has yet to file a
petition for certiorari with respect to the Court of Appeals decision.
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This action has been consolidated with the Intel386 suit against AMD for
discovery purposes. These suits cover certain copyright infringement claims on
AMD's versions of Intel386 and Intel486 microprocessors and relate to both
allegedly copied microcode and what AMD claims are various clean room versions
of the microcode, as well as other copyrighted programs. The complaint seeks
equitable relief, damages and declaratory relief including interpretation of
various contract clauses. A trial on the in-circuit-emulation microcode
contained on those products is expected in April 1994.
Advanced Micro Devices, Inc. ("AMD") v. Intel Corporation
U.S. District Court for the Northern District of California
(C91-20541) - Antitrust Suit
On August 29, 1991, AMD filed a lawsuit against Intel in the U.S. District
Court, Northern District of California. In this lawsuit, AMD alleges that
Intel violated the Sherman Act by committing unlawful acts and conspiring with
customers and distributors to secure and maintain monopoly positions in
microprocessor and math coprocessor markets. AMD seeks $2 billion in actual
damages and is requesting treble damages under the antitrust laws. Intel's
motion to dismiss a portion of AMD's allegations was granted on December 17,
1991 and AMD's motion for reconsideration of that decision has been denied.
Intel's summary judgement motion to dismiss AMD's claim that Intel filed sham
litigation was granted on March 4, 1994.
A trial date is currently set for October 1994. Intel denies the charges and
intends to continue to defend these allegations vigorously.
Although the ultimate outcome of these claims cannot be determined at this
time, management, including internal counsel, does not believe that the
ultimate outcome will have a material adverse effect on Intel's financial
condition.
B. ENVIRONMENTAL PROCEEDINGS
Intel has been named to the California and Federal Superfund lists for three of
its sites and has completed, along with two other companies, a Remedial
Investigation/Feasibility study with the Federal Environmental Protection
Agency (EPA) to evaluate the ground water in areas adjacent to its Mountain
View, California site. The EPA has issued a Record of Decision with respect to
a groundwater cleanup plan at that site. Under the California and Federal
Superfund statutes, liability for cleanup of the Mountain View site and
adjacent area is joint and several. The Company has reached agreement in
principle with those same two companies which should significantly limit the
Company's liabilities under the proposed cleanup plan. The EPA has negotiated
a consent decree with Intel and one of the other two companies referenced above
which specifies the cleanup activities for which Intel and the other company
will be responsible. The EPA has also issued a cleanup order to the third
company and seven other companies specifying cleanup activities to be completed
by these eight companies which are complementary to those specified in the
consent decree. Also, the Company has completed extensive studies at its other
sites and is engaged in cleanup at several of these sites. In the opinion of
management, including internal counsel, the potential losses to the Company in
excess of amounts already accrued arising out of these matters would not have a
material adverse effect on the Company's financial position, even if joint and
several liability were to be assessed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
12
14
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Reference is made to the information regarding market, market
price range and dividend information appearing under the
caption "Financial Information by Quarter (Unaudited)" on page
23 of the Registrant's Annual Report to Stockholders and to
the information regarding the stockholders' rights plan
appearing on pages 10 and 11 of the Registrant's Annual Report
to Stockholders under the caption "Common Stock," which
information is hereby incorporated by reference.
(b) As of February 26, 1994, there were 38,341 holders of record
of the Registrant's Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
Reference is made to the information regarding selected financial data for the
fiscal years 1989 through 1993, including the related footnotes, under the
caption "Financial Summary" on page 20 of the Registrant's Annual Report to
Stockholders, which information is hereby incorporated by reference.
In addition, the ratios of earnings to fixed charges for each of the five years
in the period ended December 25, 1993 are as follows:
Fiscal Year
_________________________________________________________________________
1989 1990 1991 1992 1993
5.9x 9.2x 12.4x 20.7x 54.4x
Fixed charges consist of interest expense and the estimated interest component
of rent expense.
13
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to the information appearing under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 21 through 23 of the Registrant's 1993 Annual Report to Stockholders,
which information is hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated financial statements of Intel Corporation at December 25, 1993 and
December 26, 1992 and for each of the three years in the period ended December
25, 1993 and the Report of Independent Auditors thereon and Intel Corporation's
unaudited quarterly financial data for the two year period ended December 25,
1993 are incorporated by reference from the Registrant's 1993 Annual Report to
Stockholders, on pages 6 through 23.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
14
16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Reference is made to the information regarding Directors and Executive Officers
appearing under the caption "Election of Directors" on pages 2 and 3 in the
Registrant's Proxy Statement dated March 21, 1994, which information is hereby
incorporated by reference, and to the information under the caption "Executive
Officers" in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
Reference is made to the information appearing under the captions "Executive
Compensation," "Directors' Compensation," and "Compensation Committee
Interlocks and Insider Participation," on pages 7 through 10 of the
Registrant's Proxy Statement dated March 21, 1994, which information is hereby
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Reference is made to information appearing in the Registrant's Proxy Statement
dated March 21, 1994, under the caption "Security Ownership of Certain
Beneficial Owners and Management," on pages 12 and 13, which information is
hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to the information appearing under the caption "Certain
Relationships and Related Transactions" on page 13 of the Registrant's Proxy
Statement dated March 21, 1994, which information is hereby incorporated by
reference.
15
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The financial statements listed in the accompanying
index to financial statements and financial statement
schedules are filed or incorporated by reference as part
of this annual report.
2. Financial Statement Schedules
The financial statement schedules listed in the
accompanying index to financial statements and
financial statement schedules are filed as part of
this annual report.
3. Exhibits
The exhibits listed in the accompanying index to exhibits
are filed or incorporated by reference as part of this
annual report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter
of the fiscal year covered by this filing.
16
18
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(ITEM 14 (A))
Reference Page
------------------
1993
Annual
Form Report to
10-K Stockholders
Consolidated Balance Sheets-
December 25, 1993 and December 26, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Consolidated Statements of Income for
the years ended December 25, 1993,
December 26, 1992 and December 28, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Stockholders'
Equity for the years ended December 25, 1993,
December 26, 1992 and December 28, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Consolidated Statements of Cash Flows
for the years ended December 25, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
December 26, 1992 and December 28, 1991
Notes to Consolidated Financial Statements-
December 25, 1993, December 26, 1992 and
December 28, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-18
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Supplementary Information (unaudited)
Financial Information by Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Schedules for years ended December 25, 1993,
December 26, 1992 and December 28, 1991
I- Marketable Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
II- Amounts Receivable from Directors,
Officers and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
V- Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . 22
VI- Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment . . . . . . . . . . . . . . . . . 23
VIII- Valuation and Qualifying Accounts and Reserves . . . . . . . . . . . . . . . . 24
IX- Short-Term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
X- Supplementary Income Statement Information . . . . . . . . . . . . . . . . . . 26
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule or because the information required is included in the consolidated
financial statements or notes thereto.
The consolidated financial statements listed in the above index which are
included in the Registrant's Annual Report to Stockholders are hereby
incorporated by reference. With the exception of the pages listed in the above
index and the portions of such report referred to in Items 5, 6, 7, and 8 of
this Form 10-K, the 1993 Annual Report to Stockholders is not to be deemed
filed as part of this report.
Page references to the 1993 Annual Report to Stockholders relate to the bound,
printed version of the report.
17
19
INTEL CORPORATION
SCHEDULE I - MARKETABLE SECURITIES
At December 25, 1993
(In Millions of Dollars)
Short-Term Marketable Securities (A) 1993
- -------------------------------- ----
Time Deposits (B) $232
Corporate Bonds (primarily rated P1 or better by Moody's) 226
Repurchase Agreements 171
Securities of Foreign Governments 170
Certificates of Deposit 144
Commercial Paper 135
Floating Rate Notes 100
Preferred Stock 94
Hedged Equity 89
Asset Backed 48 .
Municipal Obligations 35
Collateralized Mortgage Obligations 33
------
Total Short-Term Marketable Securities $1,477
======
Long-Term Marketable Securities (A)
- -------------------------------
Securities of Foreign Governments (C) $309
Corporate Bonds (primarily rated A2 or better by Moody's) (D) 267
Hedged Equity 186
Preferred Stock and Other Equity 136
Loan Participations 115
Fixed Rate Notes and Certificates of Deposit 115
Collateralized Mortgage Obligations 93
Floating Rate Notes and Certificates of Deposit 63
Securities of the U.S. Government and its Agencies 62
Municipal Obligations 35
Asset Backed 25
Repurchase Agreements 10
------
Total Long-Term Marketable Securities $1,416
======
(A) Stated at cost which approximates market. No individual security or
group of securities of an issuer exceeds 2% of total assets except for
the bonds noted at (C), below.
(B) Includes $31 million deposited with Mitsubishi Bank.
(C) Includes $278 million in bonds issued by the government of Italy.
(D) Includes $44 million issued by Osaka Gas Company.
18
20
INTEL CORPORATION
SCHEDULE II-AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS AND EMPLOYEES
Year Ended December 25, 1993
(In Thousands of Dollars)
Balance Receivable
Balance at Close of Period
Receivable at ------------------
Beginning Reclassi- Current Noncurrent
of Period fications Additions Collections Assets Assets
--------- --------- --------- ----------- ------ ------
Amounts Receivable
From Employees: $2,425 $ -- $1,257 $(1,732) 200 (A) $1,750 (A)
------ --------- ------ -------- --- ------
Amounts Receivable
From Officers:
Kenneth B. Fine
6% interest,
due 4/93 -- -- 500 (500) -- --
G. Carl Everett
0% interest,
due 1/93 75 -- -- (75) -- --
-- -- -- ---- -- --
Amounts Receivable
From Officers: 75 -- 500 (575) -- --
------ ------- ------ -------- ----- ------
Total $2,500 $ -- $1,757 $(2,307) $200 $1,750
====== ======= ====== ======== ==== ======
(A) Year end balance represents fourteen loans at zero to 7% interest granted
to employees, none of whom is an officer or a director. These loans
expire at varying dates through 1998 and are secured by real property.
During the year ended December 25, 1993, ten loans were granted to
employees and twelve were repaid.
19
21
INTEL CORPORATION
SCHEDULE II-AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS AND EMPLOYEES
Year Ended December 26, 1992
(In Thousands of Dollars)
Balance Receivable
Balance at Close of Period
Receivable at ------------------
Beginning Current Noncurrent
of Period Additions Collections Assets Assets
--------- --------- ----------- ------ ------
Amounts Receivable
From Employees: $3,140 $ 752 $(1,467) $425 (B) $2,000 (B)
------ ----- -------- ----- ------
Amounts Receivable
From Officers:
Michael A. Aymar
7% interest,
due 10/94 125 -- (125) -- --
G. Carl Everett
0% interest,
due 1/93 75 -- -- 75 --
----- ------ ------- ---- ----
Amounts Receivable
From Officers: 200 -- (125) 75 --
------ ------ --------- ----- ----
Total $3,340 $752 $(1,592) $500 $2,000
====== ==== ======== ==== ======
(B) Year end balance represents sixteen loans at zero to 7% interest granted
to employees, none of whom is an officer or a director. These loans
expire at varying dates through 1997 and are secured by real property.
During the year ended December 26, 1992, five loans were granted to
employees and eight were repaid.
20
22
INTEL CORPORATION
SCHEDULE II-AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS AND EMPLOYEES
Year Ended December 28, 1991
(In Thousands of Dollars)
Balance Receivable
Balance at Close of Period
Receivable ------------------
Beginning Reclassi- Current Noncurrent
of Period fications Additions Collections Assets Assets
--------- --------- --------- ----------- ------ ------
Amounts Receivable
From Employees: $2,404 $(214) (D) $ 2,028 $ (1,078) $460 (C) $2,680 (C)
------ ------- --------- --------- ----- -------
Amounts Receivable
From Officers:
Carlene M. Ellis
3-6% interest, due 3/95 150 (150) (D) -- -- -- --
David L. House
0% interest, due 4/92 100 -- -- (100) -- --
G. Carl Everett
0% interest, due 1/93 75 -- -- -- -- 75
Paul S. Otellini
6% interest, due 7/91 -- 200 (D) -- (200) -- --
Michael A. Aymar
7% interest, due 10/94 -- 164 (D) -- (39) -- 125
--- ----- ---------- -------- ------ -----
Amounts Receivable
From Officers: 325 214 -- (339) -- 200
--- ---- ---------- -------- ------ -----
Total $2,729 $ -- $ 2,028 $(1,417) $460 $2,880
====== ======= ========== ======== ====== ======
(C) Year end balance represents nineteen loans at zero to 7% interest granted
to employees, none of whom is an officer or a director. These loans
expire at varying dates through 1997 and are secured by real property.
During the year ended December 28, 1991, eleven loans were granted to
employees and seven were repaid.
(D) Amounts Receivable from Officers includes only amounts outstanding during
service as an executive officer; at other times, balances are classified
as Amounts Receivable from Employees.
21
23
INTEL CORPORATION
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Years Ended December 28, 1991, December 26, 1992 and December 25, 1993
(In Millions of Dollars)
Transfers,
Reclassi-
Balance at fications Balance
Beginning Additions Retirements and Other at End
of Year at Cost and Sales In (Out) of Year
----------- -------- --------- ---------- -------
1991
Land and Buildings $ 961 $ 25 $ (12) $ 124 $1,098
Machinery and Equipment 1,765 596 (103) 30 2,288
Construction in Progress 88 327 (3) (154) 258
------ ---- -------- ----- ---
$2,814 $948 $(118) $ -- $3,644
------ ---- -------- ------- ------
1992
Land and Buildings $1,098 $ 53 $ (14) $ 326 $1,463
Machinery and Equipment 2,288 771 (208) 23 2,874
Construction in Progress 258 404 (2) (349) 311
--- --- --- ----- ---
$3,644 $1,228 $ (224) $ -- $4,648
------ ------ ------- ------- ------
1993
Land and Buildings $1,463 $ 41 $ (24) $ 368 $1,848
Machinery and Equipment 2,874 1,329 (244) 189 4,148
Construction in Progress 311 563 -- (557) 317
--- --- ------- ----- ---
$4,648 $1,933 $ (268) $ -- $6,313
------ ------ ------- ------ ------
Annual depreciation and amortization provisions have been computed based upon
the following estimated lives:
Buildings and Improvements . . . . . . . . . . . . 8 to 45 years
Machinery and Equipment. . . . . . . . . . . . . . 2 to 4 years
22
24
INTEL CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
Years Ended December 28, 1991, December 26, 1992 and December 25, 1993
(In Millions of Dollars)
Additions Transfers,
Balance at Charged to Reclassi- Balance
Beginning Costs and Retirements fications at End
of Year Expenses and Sales and Other of Year
---------- -------- ---------- --------- -------
1991
Buildings and Improvements $ 227 $ 59 $ (2) $--- $ 284
Machinery and Equipment 929 359 (91) --- 1,197
------ ---- ----- --- -----
$ 1,156 $ 418 $ (93) $--- $ 1,481
------ ---- ----- ---- ------
1992
Buildings and Improvements $ 284 $ 94 $ (7) $--- $ 371
Machinery and Equipment 1,197 424 (160) --- 1,461
------ ----- ----- --- ------
$ 1,481 $ 518 $ (167) $--- $ 1,832
------ ----- ----- ---- ------
1993
- ----
Buildings and Improvements $ 371 $ 106 $ (17) $--- $ 460
Machinery and Equipment 1,461 611 (215) --- 1,857
----- ----- ------ --- ------
$ 1,832 $ 717 $ (232) $--- $ 2,317
------ ----- ------ ---- ------
23
25
INTEL CORPORATION
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Years Ended December 28, 1991, December 26, 1992 and December 25, 1993
(In Millions of Dollars)
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions (A) of Year
---------- ---------- -------------- -------
1991
Allowance for Doubtful Receivables $8 $3 $2 $9
-- -- -- --
1992
Allowance for Doubtful Receivables $9 $29 $12 $26
-- ---- --- ---
1993
Allowance for Doubtful Receivables $26 $4 $8 $22
--- -- -- ---
(A) Uncollectible accounts written off, net of recoveries.
24
26
INTEL CORPORATION
SCHEDULE IX - SHORT-TERM BORROWINGS
Years Ended December 28, 1991, December 26, 1992 and December 25, 1993
(In Millions of Dollars)
Weighted Average Weighted
Balance Average Maximum Amount Borrowings Average
at End Interest Rate Outstanding Outstanding Interest Rate
of Year at End of Year at any Month End During the Year During the Year
------- -------------- ---------------- ------------------- ---------------
Short-Term
Borrowings:
1991
Banks: $164 6.6% $176 $156 5.6%
---- ----- ---- ---- ----
Commercial Paper: $ -- -- $693 $550 6.2%
---- ----- ---- ---- ----
1992
Banks: $193 14.1% $281 $197 5.3%
---- ----- ---- ---- -----
Commercial Paper: $ 6 3.5% $689 $558 3.8%
---- ----- ---- ---- ----
1993
Banks: $397 6.2% $495 $300 6.3%
---- ----- ---- ---- ----
Commercial Paper: $ -- -- $700 $495 3.2%
---- ----- ---- ---- ----
Short-term borrowings from banks at December 28, 1991 includes $121 million
borrowed under foreign and domestic lines of credit and $43 million borrowed
under other arrangements.
Short-term borrowings from banks at December 26, 1992 includes $126 million
borrowed under foreign and domestic lines of credit and $67 million borrowed
under other arrangements. The year-end interest rate on bank borrowings is
high due to a foreign currency borrowing of $32 million at an average rate of
34.2% to hedge certain net assets in that currency.
Short-term borrowings at December 25, 1993 includes $85 million borrowed under
foreign and domestic lines of credit, $197 million borrowed under reverse
repurchase agreements, and $115 million borrowed under other arrangements.
The weighted average interest rate during the year equals interest expense
divided by average borrowings outstanding.
Average borrowings outstanding is calculated on the basis of daily balances.
25
27
INTEL CORPORATION
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
Years Ended December 28, 1991, December 26, 1992 and December 25, 1993
(In Millions of Dollars)
1991 1992 1993
---- ---- ----
Maintenance and Repair $122 $167 $295
Advertising $139 $256 $325
Items omitted if less than one percent of total revenues or separately reported
in financial statements in Registrant's Annual Report to Stockholders.
26
28
INDEX TO EXHIBITS
(Item 14 (a))
Description
3.1 Intel Corporation Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of Registrant's Form 10-Q for the
quarter ended June 26, 1993 (Commission File No. 0-6217) as filed
on August 10, 1993).
3.2 Intel Corporation Bylaws as amended, (incorporated by reference to
Exhibit 3.2 of Registrant's Registration Statement on Form 10-Q for
the quarter ended September 25, 1993 (Commission File No. 0-6217) as
filed on November 9, 1993).
4.1 Agreement to Provide Instruments Defining the Rights of Security
Holders (incorporated by reference to Exhibit 4.1 of Registrant's Form
10-K (Commission File No. 0-6217) as filed on March 28, 1986).
4.2 Indenture dated as of May 1, 1985 among Intel Overseas Corporation,
Intel Corporation and Wachovia Bank Trust Company N.A. related to
$236,500,000 principal amount of zero coupon notes due 1995 issued by
Intel Overseas Corporation and guaranteed by Intel Corporation
(incorporated by reference to Exhibit 4.1 of Registrant's Form 10-Q
for the quarter ended June 29, 1985 (Commission File No. 0-6217) as
filed on August 13, 1985).
4.3 Rights Agreement dated as of May 1, 1989, as amended between the
Registrant and Harris Trust and Savings Bank (as successor Rights
Agent), together with Exhibit A, the form of Rights Certificate to be
distributed on the Distribution Date (incorporated by reference to
Exhibit 1 or Registrant's Form 8-A (Commission File No. 0-6217) as
filed on May 3, 1989), together with the First Amendment to Rights
Agreement dated as of January 17, 1994 and Amendment No. 2 to
Rights Agreement dated as of January 20, 1994.
4.4 Warrant Agreement dated as of March 1, 1993, as amended between the
Registrant and Harris Trust and Savings Bank (as successor Warrant
Agent) related to the issuance of 1998 Step-Up Warrants to purchase
Common Stock of Intel Corporation (incorporated by reference to
Exhibit 4.6 of Registrant's Form 10-K (Commission File No. 0-6217) as
filed on March 25, 1993), together with the First Amendment to Warrant
Agreement dated as of October 18, 1993 and the Second Amendment to
Warrant Agreement dated as of January 17, 1994.
10.1 Intel Corporation 1979 Stock Option Plan as amended (incorporated by
reference to Exhibit 10.2 of Registrant's Form 10-K (Commission File
No. 0-6217) as filed on March 28, 1990).
10.2 Intel Corporation 1984 Stock Option Plan, as amended (incorporated by
reference to Exhibit 10.2 of Registrant's Form 10-Q for the quarter
ended June 26, 1993 (Commission File No. 0-6217) as filed on August
10, 1993).
10.3 Intel Corporation Profit-Sharing Retirement Plan dated April 20, 1990
as amended and restated effective January 1, 1989 (incorporated by
reference to Exhibit 10.3 of Registrant's Form 10-K (Commission File
No. 0-6217) as filed on March 26, 1992).
10.4 Second Amendment dated March 2, 1992 to Intel Corporation
Profit-Sharing Retirement Plan dated April 20, 1990 as amended and
restated effective January 1, 1989 (incorporated by reference to
Exhibit 10.4 of Registrant's Form 10-K (Commission File No. 0-6217)
as filed on March 26, 1993).
10.5 Intel Corporation Defined Benefit Pension Plan and Trust dated
September 7, 1988 as amended (incorporated by reference to Exhibit
10.5 of Registrant's Form 10-K (Commission File No. 0-6217) as filed
on March 28, 1990).
27
29
10.6 Intel Corporation 1988 Executive Long Term Stock Option Plan as
amended (incorporated by reference to Exhibit 10.6 of Form 10-Q for
the quarter ended June 26, 1993 (Commission File No. 0-6217) as filed
on August 10, 1993).
10.7 Intel Corporation Sheltered Employee Retirement Plan Plus dated
December 1, 1991 (incorporated by reference to Exhibit 10.6
of Registrant's Form 10-K (Commission File No. 0-6217) as filed
on March 26, 1992).
10.8 Intel Corporation Executive Officer Bonus Plan dated January 1, 1994.
11.1 Computation of Per Share Earnings.
12.1 Statement Setting Forth the Computation of Ratios of Earnings to Fixed
Charges.
13. Portions of the Annual Report to Stockholders for fiscal year ended
December 25, 1993 expressly incorporated by reference herein.
21. Intel Subsidiaries.
23. Consent of Ernst & Young, Independent Auditors.
28
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INTEL CORPORATION
Registrant
By /s/ F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President and Secretary
March 22, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Craig R. Barrett /s/ Max Palevsky
-------------------- ----------------
Craig R. Barrett Max Palevsky
Director Director
March 22, 1994 March 22, 1994
/s/ Andy D. Bryant /s/ Arthur Rock
------------------ ---------------
Andy D. Bryant Arthur Rock
Vice President, Principal Director
Accounting and Chief Financial Officer March 22, 1994
March 22, 1994
/s/ Jane E. Shaw
----------------
/s/ Winston H. Chen Jane E. Shaw
-------------------
Winston H. Chen Director
Director March 22, 1994
March 22, 1994
/s/ Leslie L. Vadasz
--------------------
/s/ Andrew S. Grove Leslie L. Vadasz
-------------------
Andrew S. Grove Director
Principal Executive Officer March 22, 1994
President and Director
March 22, 1994 /s/ David B. Yoffie
-------------------
David B. Yoffie
/s/ D. James Guzy Director
-----------------
D. James Guzy March 22, 1994
Director
March 22, 1994 /s/ Charles E. Young
--------------------
Charles E. Young
/s/ Gordon E. Moore Director
-------------------
Gordon E. Moore March 22, 1994
Chairman of the Board
March 22, 1994
31
GRAPHICS APPENDIX LIST*
* In this Appendix, the following descriptions of graphs on pages 21 and 22 of
the Company's 1993 Annual Report to Stockholders that are omitted from the EDGAR
text are more specific with respect to the actual amounts and percentages than
can be determined from the graphs themselves.
The Company submits such more specific descriptions only for the purpose of
complying with EDGAR requirements for transmitting this Annual Report on Form
10-K; such more specific descriptions are not intended in any way to provide
information that is additional to that otherwise provided in the 1993 Annual
Report to Stockholders.
REVENUES AND INCOME
(Dollars in millions)
1991 1992 1993
------ ------ ------
Net Revenues 4,779 5,844 8,782
Net Income 819 1,067 2,295
COSTS AND EXPENSES
(Percent of revenues)
1991 1992 1993
------ ------ ------
Cost of Sales 48% 44% 37%
R&D 13% 13% 11%
Marketing and G&A 16% 17% 13%
OTHER INCOME AND EXPENSE
(Dollars in millions)
1991 1992 1993
------ ------ ------
Interest and Other Income 197 133 188
Interest Expense 82 54 50
CASH AND INVESTMENTS
(Dollars in billions)
1992 1993
------ ------
Cash and Cash Equivalents 1.84 1.66
Short-term Investments .99 1.48
Long-term Investments .50 1.42