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INTEL CORP
FORM 10-K
(Annual Report)
Filed 02/23/04 for the Period Ending 12/27/03
Address 2200 MISSION COLLEGE BLVD
RNB-4-151
SANTA CLARA, CA 95054
Telephone 4087658080
CIK 0000050863
Symbol INTC
SIC Code 3674 - Semiconductors and Related Devices
Industry Semiconductors
Sector Technology
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2008, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    INTEL CORP FORM 10-K (Annual Report) Filed 02/23/04 for the Period Ending 12/27/03 Address 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA, CA 95054 4087658080 0000050863 INTC 3674 - Semiconductors and Related Devices Semiconductors Technology 12/31 Telephone CIK Symbol SIC Code Industry Sector ...

  • Page 2
    ..._____ to _____. Commission File Number 0-06217 INTEL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2200 Mission College Boulevard, Santa Clara, California (Address of principal executive offices) 94-1672743...

  • Page 3
    ...in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures PART III Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships...

  • Page 4
    ... filings on our Investor Relations web site are available free of charge. Products Our major products include microprocessors; chipsets; boards; wired Ethernet and wireless connectivity products; communications infrastructure components such as network and embedded processors and optical components...

  • Page 5
    ... technology features, as well as competitive price for performance, across the range of server and workstation market segments. Our products for the enterprise platform include the Intel ® Xeon ™ processor family, targeted for entry-level to high-end workstations and servers, and our Itanium...

  • Page 6
    ... Hyper-Threading Technology (HT Technology), which allows a single processor to handle two sets of instructions simultaneously. This capability provides benefits in two ways: it helps to run "multithreaded" software, which is designed to execute different parts of a program simultaneously, or helps...

  • Page 7
    ... of data processing and compute-intensive applications. Our Intel Xeon processor family of products supports a range of entry-level to high-end technical and commercial computing applications for the workstation and server market segments. Our Intel Itanium processor family of products provides an...

  • Page 8
    ...board level. OEMs purchase products from us at the board level to help reduce their time-to-market. Intel Communications Group ICG provides silicon and integrated networking and communications building blocks for OEMs and other systems builders. Our products include wired Ethernet products; wireless...

  • Page 9
    ...market options for designing their networks. Our strategy in network processing is to develop an industry-leading product roadmap, support efforts to develop modular communications standards and enable activities to accelerate silicon deployment. Our network processor products are based on the Intel...

  • Page 10
    ... products that either required large storage capacity or fast write applications, such as MP3 music players, memory cards and digital cameras. Although our NOR flash memory is currently used predominantly in mobile phones and PDAs, it is also found in other consumer products, including set-top boxes...

  • Page 11
    ... as well as help reduce their time-to-market. In September 2003, we announced key details about our next-generation of Intel XScale technology-based processors to be used in cell phones, PDAs and other wireless devices. We plan to incorporate additional features in these processors that are intended...

  • Page 12
    ...-nanometer process technology primarily in New Mexico, and also in Ireland and California. We also manufacture flash memory in Colorado using our 180-nanometer (0.18-micron) technology. We manufacture microprocessor- and networking-related board-level products, primarily in Malaysia and California...

  • Page 13
    ...direct customers worldwide. Most of our products are sold or licensed through sales offices located near major concentrations of users, primarily throughout the Americas, Europe, Asia-Pacific and Japan. Sales agreements typically contain standard terms and conditions covering matters such as pricing...

  • Page 14
    ... integrator community. As part of the Intel Centrino mobile technology launch, new co-marketing programs were initiated with wireless service providers and at public wireless access point locations. New co-marketing activities with independent system vendors are also under way. Our products are...

  • Page 15
    ... our patent rights in manufacturing competing products. We plan to continue to cultivate new businesses and work with the computing, communications and consumer electronics industries through standards bodies, trade associations, OEMs, ODMs, and independent software and operating system vendors, to...

  • Page 16
    ... We plan to introduce Intel Xeon processors based on the IA-32 architecture with 64-bit extension technology for workstations and servers in mid-2004. We continuously evaluate all of our product offerings and the timing of their introduction, taking into account factors such as customer requirements...

  • Page 17
    Table of Contents Index to Financial Statements Wireless Communications and Computing Group Within WCCG, our current products include flash memory, application and cellular processors based on the Intel XScale microarchitecture, and cellular baseband chipsets. In our various market segments, our ...

  • Page 18
    ... on the Intel XScale technology, digital signal processing core development, improved packaging formats and other communications intellectual property. In the longer term, our wireless R&D efforts are anticipated to encompass a wide array of activities ranging from RF (radio frequency) circuit and...

  • Page 19
    ... markets for our products. The investments may support, among other things, Intel product initiatives, emerging trends in the technology industry or worldwide Internet deployment. This strategic investment program helps advance our overall mission to be the preeminent supplier of building blocks...

  • Page 20
    ... and healthy workplace for our employees, contractors and the communities in which we do business. We have environmental, health and safety (EHS) policies and expectations that are applied to our global operations. Each of Intel's worldwide manufacturing and assembly/test sites is certified to the...

  • Page 21
    ... that, Mr. Chen was Director of Distribution Sales for all of Asia-Pacific from 1997 to 1999. John H. F. Miner (age 48) has been a Vice President of Intel Corporation and President of Intel Capital since April 2003, and was Vice President and General Manager of Intel Capital from 2002 to April 2003...

  • Page 22
    ... of Directors are oversight, counseling and direction to Intel's management in the long-term interests of Intel and its stockholders. The Board's detailed responsibilities include: (a) selecting, regularly evaluating the performance of, and approving the compensation of the Chief Executive Officer...

  • Page 23
    ... Director, are posted on the company's web site at www.intc.com under the "Corporate Governance and Social Responsibility" section. The Audit Committee assists the Board in its general oversight of Intel's financial reporting, internal controls and audit functions, and is directly responsible...

  • Page 24
    ... payments by the company. Members of the Board must act at all times in accordance with the requirements of Intel's Corporate Business Principles, which are applicable to each director in connection with his or her activities relating to Intel. This obligation includes adherence to Intel's policies...

  • Page 25
    ... strategic plan for the company, capital projects, budget matters and management succession. The Board has access to contact and meet with any Intel employee. The Board has a program for members, when traveling, to make arrangements in advance to visit Intel sites and meet with local management...

  • Page 26
    ... of Contents Index to Financial Statements ITEM 2. PROPERTIES At December 27, 2003, we owned the major facilities described below: No. of Bldgs. Location Total Sq. Ft. Use 121 9 12 16 5 4 4 1 1 3 1 (A) (B) (C) (D) United States Ireland Malaysia (A) Israel (B) Philippines (C) Costa Rica People...

  • Page 27
    ... the Intel Itanium processor infringes the patents. Intel is currently evaluating the impact that the Court of Appeals' opinion has on the 2002 settlement agreement. Intergraph Corporation v. Dell Inc., et al. U.S. District Court, Eastern District of Texas In December 2002, Intergraph filed suit in...

  • Page 28
    ... Northern District of California. The lawsuit alleged that purchasers of Intel stock between July 19, 2000 and September 29, 2000 were misled by false and misleading statements by Intel and certain of its officers and directors concerning the company's business and financial condition. In July 2003...

  • Page 29
    ... of Contents Index to Financial Statements ITEM 4. None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The information regarding market, market price range and dividend information may be found in "Financial...

  • Page 30
    Table of Contents Index to Financial Statements ITEM 6. SELECTED FINANCIAL DATA Ten Years Ended December 27, 2003 Amortization and Purchased In-Process Research & Development Impairment of AcquisitionRelated Intangibles and Costs (In Millions) Net Revenue Gross Margin Research & Development ...

  • Page 31
    Table of Contents Index to Financial Statements In addition, the ratio of earnings to fixed charges for each of the five years in the period ended December 27, 2003 was as follows: Fiscal Year 2003 2002 2001 2000 1999 72x 32x 18x 171x 166x Fixed charges consist of interest expense and the ...

  • Page 32
    .... Our global marketing strategy is designed to associate our brands with advanced technology and innovation. In addition, under our Intel Capital program, we make equity investments in companies around the world to further our strategic objectives and support our key business initiatives. Our...

  • Page 33
    ... of data processing and compute-intensive applications. Our Intel ® Xeon ™ processor family of products supports a range of entry-level to high-end technical and commercial computing applications for the workstation and server market segments, while our Intel ® Itanium ® processor family of...

  • Page 34
    ...and 90-nanometer process technologies, which will enable us to build more of our communications products internally. Wireless Communications and Computing Group Within WCCG, our current products include flash memory, application and cellular processors based on Intel XScale ® microarchitecture, and...

  • Page 35
    ...Intel product initiatives, emerging trends in the technology industry or worldwide Internet deployment. This strategic investment program helps advance our overall mission to be the preeminent supplier of building blocks to the worldwide Internet economy. We invest in companies that develop software...

  • Page 36
    ... whose products or technologies may directly support an Intel product or initiative. We invest for strategic reasons, with each investment also evaluated for potential financial returns. The program seeks to invest in companies and businesses that can succeed and have an impact on their market...

  • Page 37
    ... support the carrying value of the assets, we accelerate the rate of depreciation charges in order to fully depreciate the assets over their new shorter useful lives. Income Taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These...

  • Page 38
    ... this market segment will eventually improve. Sustaining or growing our profitability depends on our ability to obtain continuing benefits from the productive use of our manufacturing assets, in particular our new equipment used for 90-nanometer process technology and 300mm wafers, as we build more...

  • Page 39
    ... technology infrastructure spending in mature markets in Europe and the U.S. Our overall gross margin percentage increased to 56.7% for 2003 from 49.8% in 2002. Improved gross margin within the Intel Architecture business as well as a shift in the total company revenue mix to the higher margin Intel...

  • Page 40
    ... unit sales of chipsets in 2003. During the year, we rapidly ramped the new Intel Centrino mobile technology and the Pentium M processor for mobile computers. We also saw increased sales of Pentium 4 processors with HT Technology and higher sales of Intel Xeon processors in the server market segment...

  • Page 41
    ... for wireless connectivity products, including the wireless component of our Intel Centrino mobile technology, and for embedded processing components. These increases were partially offset by lower revenue from sales of telecommunications-related board products and lower revenue from wired Ethernet...

  • Page 42
    ...on core strategic areas. This decrease in expenses was offset by higher marketing expenses due to the launch of the Intel Centrino mobile technology brand in 2003; increased profit-dependent compensation expenses; and higher spending for the Intel Inside ® cooperative advertising program, primarily...

  • Page 43
    ...benefits of $758 million related to divestitures that closed during the year. Although the pre-tax losses on the divestitures for financial statement purposes were not significant, the company was able to recognize tax losses because the tax basis in the stock of the companies sold exceeded the book...

  • Page 44
    ... the financial resources needed to meet business requirements for the next 12 months, including capital expenditures for the expansion or upgrading of worldwide manufacturing and assembly and test capacity, working capital requirements, the dividend program, potential stock repurchases and potential...

  • Page 45
    ... or services are defined as agreements that are enforceable and legally binding on Intel and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are...

  • Page 46
    ... the company. All stock option grants to executive officers are made after a review by, and with the approval of, the Compensation Committee. All members of the Compensation Committee are independent directors, as defined in the applicable rules for issuers traded on The NASDAQ Stock Market*. For...

  • Page 47
    ... to listed officers as a group during 2003 were as follows: Number of Securities Underlying Option Grants Potential Realizable Values at Assumed Annual Rates of Stock Price Appreciation for Option Term†Exercise Price Per Share Expiration Date 5% 10% Percent of Total Options Granted to Employees...

  • Page 48
    ...expiration in 2007. Any new plans, and any material amendments to existing plans, will be submitted for stockholder approval under the rules of The NASDAQ Stock Market*. Total excludes 9.4 million shares issuable under outstanding options, with a weighted average exercise price of $15.60, originally...

  • Page 49
    ... to affect cost of sales and the gross margin percentage, including unit costs and yield issues associated with production at our factories, timing and execution of the manufacturing ramp including the ramp of the 90-nanometer process technology on 300mm wafers, excess manufacturing capacity, the...

  • Page 50
    ... regarding our goals and strategies, new product introductions, plans to cultivate new businesses, market segment share and growth rate assumptions, future economic conditions and recovery in the communications businesses, revenue, pricing, gross margin and costs, capital spending, depreciation and...

  • Page 51
    ... and gross margin percentage, is affected by business and economic conditions, as well as computing and communications industry trends and the development and timing of introduction of compelling software applications and operating systems that take advantage of the features of our products. Demand...

  • Page 52
    ...non-marketable equity investments. We invest in companies that develop software, hardware and other technologies or provide services supporting technologies. This strategic investment program helps advance our overall mission to be the preeminent supplier of building blocks to the worldwide Internet...

  • Page 53
    ... by an adverse movement of equity market prices, although the impact cannot be directly quantified. Such a movement and the related underlying economic conditions would negatively affect the prospects of the companies we invest in, their ability to raise additional capital and the likelihood of our...

  • Page 54
    Table of Contents Index to Financial Statements ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Statements of Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Stockholders' Equity ...

  • Page 55
    Table of Contents Index to Financial Statements INTEL CORPORATION CONSOLIDATED STATEMENTS OF INCOME Three Years Ended December 27, 2003 (In Millions-Except Per Share Amounts) 2003 2002 2001 Net revenue Cost of sales Gross margin Research and development Marketing, general and administrative ...

  • Page 56
    ... assets Property, plant and equipment, net Marketable strategic equity securities Other long-term investments Goodwill Other assets Total assets Liabilities and stockholders' equity Current liabilities: Short-term debt Accounts payable Accrued compensation and benefits Accrued advertising Deferred...

  • Page 57
    ... Proceeds from sales of shares through employee stock benefit plans and other Repurchase and retirement of common stock Payment of dividends to stockholders Net cash used for financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, end of year Supplemental...

  • Page 58
    See accompanying notes. 54

  • Page 59
    ... Contents Index to Financial Statements INTEL CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock and Capital in Excess of Par Value Number of Three Years Ended December 27, 2003 (In Millions-Except Per Share Amounts) Shares Amount AcquisitionRelated Unearned Stock Compensation...

  • Page 60
    ... income Proceeds from sales of shares through employee stock benefit plans, tax benefit of $216 and other Amortization of acquisition-related unearned stock compensation, net of adjustments Repurchase and retirement of common stock Cash dividends declared ($0.08 per share) Balance at December...

  • Page 61
    Table of Contents Index to Financial Statements INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: Basis of Presentation Intel Corporation has a fiscal year that ends on the last Saturday in December. Fiscal year 2003, a 52-week year, ended on December 27, 2003. Fiscal year 2002 ...

  • Page 62
    ...holding derivative financial instruments is to manage currency, interest rate and some equity market risks. The company's derivative instruments are recorded at fair value and are included in other current assets, other assets, other accrued liabilities or debt. The company's accounting policies for...

  • Page 63
    ... five years or less. Changes in fair value of the underlying assets and liabilities are generally offset by the changes in fair value of the related derivatives, with the resulting net gain or loss, if any, recorded in interest and other, net. Interest Rate Risk. The company's primary objective for...

  • Page 64
    ... valued, and the remaining inventory is valued at the lower of cost or market. Inventories at fiscal year-ends were as follows: (In Millions) 2003 2002 Raw materials Work in process Finished goods Total inventories Property, Plant and Equipment Property, plant and equipment, net at fiscal year-ends...

  • Page 65
    ... to $0.41 per share. Identified Intangible Assets Acquisition-related intangibles include developed technology, trademarks, customer lists and workforce-in-place, and are amortized on a straight-line basis over periods ranging from 2-6 years. Intellectual property assets primarily represent rights...

  • Page 66
    ... INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Employee Stock Benefit Plans The company has employee stock benefit plans, which are described more fully in "Note 12: Employee Stock Benefit Plans." The company's stock option plans are accounted for under the intrinsic value...

  • Page 67
    ...to or greater than the exercise price of these options. Note 4: Common Stock Repurchase Program The company has an ongoing authorization, as amended, from the Board of Directors to repurchase up to 2.3 billion shares of Intel's common stock in open market or negotiated transactions. During 2003, the...

  • Page 68
    Table of Contents Index to Financial Statements INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Long-Term Debt Long-term debt at fiscal year-ends was as follows: (In Millions) 2003 2002 Payable in U.S. dollars: Puerto Rico bonds adjustable 2003, due 2013 at 3.9%-4.25% Zero ...

  • Page 69
    ... Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (In Millions) Commercial paper Bank time deposits Floating rate notes Loan participations Corporate bonds Marketable strategic equity securities Preferred stock and other equity Other debt securities Total available-for-sale...

  • Page 70
    Table of Contents Index to Financial Statements INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The company sold available-for-sale securities with a fair value at the date of sale of $39 million in 2003, $114 million in 2002 and $1.3 billion in 2001. The gross realized ...

  • Page 71
    ... accounts receivable at December 28, 2002). The company has adopted credit policies and standards intended to accommodate industry growth and inherent risk. Management believes that credit risks are moderated by the financial stability of the company's end customers and the diverse geographic sales...

  • Page 72
    66

  • Page 73
    ... 142 366 (102) 264 $ 892 40.9% State: Current Non-U.S.: Current Deferred 223 379 (29) 350 Total provision for taxes Effective tax rate $1,801 24.2% The tax benefit associated with dispositions from employee stock plans reduced taxes currently payable for 2003 by $216 million ($270 million for...

  • Page 74
    ... for financial reporting purposes and the amounts used for income tax purposes. Significant components of the company's deferred tax assets and liabilities at fiscal year-ends were as follows: (In Millions) 2003 2002 Deferred tax assets Accrued compensation and benefits Accrued advertising Deferred...

  • Page 75
    ... to Financial Statements INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 12: Employee Stock Benefit Plans Stock Option Plans The company has a stock option plan under which officers, key employees and non-employee directors may be granted options to purchase shares of...

  • Page 76
    ... exercised during the three-year period ended December 27, 2003 ranged from $0.01 to $36.47. Stock Participation Plan In addition to the employee stock option plans, the company has a Stock Participation Plan, under which eligible employees may purchase shares of Intel's common stock at 85% of the...

  • Page 77
    ... of the assets as of December 27, 2003 have been allocated to an equity index fund managed by an outside fund manager, consistent with the investment policy for the Profit Sharing Plan. The company also provides a non-qualified profit-sharing retirement plan for the benefit of eligible employees in...

  • Page 78
    ...Medical Benefits. Upon retirement, eligible U.S. employees are credited with a defined dollar amount based on years of service. These credits can be used to pay all or a portion of the cost to purchase coverage in an Intel-sponsored medical plan. Funding Policy. The company's practice is to fund the...

  • Page 79
    72

  • Page 80
    ...are the aggregate amounts applicable to the company's pension plans with accumulated benefit obligations in excess of plan assets as well as plans with projected benefit obligations in excess of plan assets. Amounts related to such plans were as follows: U.S. Pension Benefits (In Millions) 2003 2002...

  • Page 81
    ... fund does not engage in speculative futures transactions. In order to determine the expected long-term rate of return for the U.S. plan assets, the company used actuarial and statistical methods to estimate the likely results over a 20-year time horizon. The analysis was based on historical equity...

  • Page 82
    ... the stock of Dialogic. A benefit of approximately $125 million was recognized earlier in the year related to the sale of a wireless WAN business, through the sale of the stock of Xircom. The pre-tax losses on these sales for financial statement or book purposes were not significant. The company was...

  • Page 83
    ... primarily related to PC Ethernet cards, whose forecasted revenue declined significantly as the market moved to LAN-on-motherboard technology. The impaired developed technology of Trillium related primarily to a change in the product roadmap for telephony operatingsystems software that resulted...

  • Page 84
    ...and 2002 are summarized as follows: 2003 Weighted Value (In Millions) Average Life Value 2002 Weighted Average Life Acquisition-related developed technology Other acquisition-related intangibles Intellectual property assets Total identified intangible assets $ 14 40 96 $150 4 2 5 $ 35 - 317 $352...

  • Page 85
    ..., the company recorded no such unearned stock-based compensation. Acquisition-related unearned stock compensation includes the portion of the purchase consideration related to shares issued contingent upon the continued employment of selected employee stockholders and/or the completion of specified...

  • Page 86
    Table of Contents Index to Financial Statements INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 19: Impairment of Long-Lived Assets During 2003, the company had substantially completed the wind-down of its Intel ® Online Services web hosting business. The company has ...

  • Page 87
    ... the company's results of operations or financial condition. In September 2001, VIA Technologies, Inc. and Centaur Technology, Inc. sued Intel in the U.S. District Court for the Western District of Texas, alleging that the Intel ® Pentium ® 4 processor infringes a VIA microprocessor-related patent...

  • Page 88
    ... the ruling occurs, or future periods. Intel has been named to the California and U.S. Superfund lists for three of its sites and has completed, along with two other companies, a Remedial Investigation/Feasibility study with the U.S. Environmental Protection Agency (EPA) to evaluate the groundwater...

  • Page 89
    ... support the company's initiatives, and the results for 2002 included a charge of $106 million related to the wind-down of the Intel Online Services web hosting business. Finally, "all other" includes certain corporate-level operating expenses, including a portion of profit-dependent bonus and other...

  • Page 90
    ...531 2,333 3,444 8,308 6,500 2,349 $26,539 Taiwan †China †Other Asia-Pacific †4,405 3,679 4,077 12,161 Europe †Japan †Total revenue 6,868 2,709 $30,141 †Revenue from unaffiliated customers outside the U.S. totaled $22,497 million ($19,066 million in 2002 and $18,306 million in...

  • Page 91
    ... for each of the three years in the period ended December 27, 2003. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the company's management. Our responsibility is to express an opinion...

  • Page 92
    ...29 Net revenue Gross margin Amortization and impairment of acquisition-related intangibles and costs Purchased in-process research and development Net income Basic earnings per share Diluted earnings per share Dividends per share Declared Paid Market price range common stock 2 High Low 1 7,160...

  • Page 93
    Table of Contents Index to Financial Statements ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES Controls Evaluation and Related CEO and CFO Certifications We conducted an evaluation of the effectiveness ...

  • Page 94
    ... caused by error or fraud may occur in amounts that would be material in relation to the financial statements and the risk that such misstatements would not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to address other...

  • Page 95
    ... the financial expert who serves on the Audit Committee of our Board of Directors is incorporated by reference in this section. Intel has, for many years, maintained a set of Corporate Business Principles which incorporate our code of ethics applicable to all employees, including all officers, and...

  • Page 96
    ... December 10, 2003. Intel, the Intel logo, Intel Inside, Celeron, Intel386, Intel486, i960, Intel Centrino, Intel NetStructure, Intel SpeedStep, Intel StrataFlash, Intel Xeon, Intel XScale, Itanium, MMX and Pentium are trademarks or registered trademarks of Intel Corporation or its subsidiaries in...

  • Page 97
    Table of Contents Index to Financial Statements INTEL CORPORATION SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS December 27, 2003, December 28, 2002 and December 29, 2001 (In Millions) Balance at Beginning of Year Additions Charged to Costs and Expenses Deductions †Balance at End of Year 2003 ...

  • Page 98
    ...). Intel Corporation 1988 Executive Long-Term Stock Option Plan as amended and restated, effective July 16, 1997 (incorporated by reference to Exhibit 10.2 of Registrant's Form 10-Q for the quarter ended June 27, 1998 as filed on August 11, 1998). Intel Corporation Sheltered Employee Retirement Plan...

  • Page 99
    ... duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTEL CORPORATION Registrant By: /s/ A NDY D. B RYANT Andy D. Bryant Executive Vice President, Chief Financial Officer and Principal Accounting Officer February 20, 2004 Pursuant to the requirements...

  • Page 100
    ..., Santa Clara, County of Santa Clara, State of California, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II Stockholders' Meetings...

  • Page 101
    ...corporation may be called, for any purpose or purposes, by the Chairman of the Board or the President or the Board of Directors at any time. Section 4 . Notice of Meetings . (a) Except as otherwise provided by law or the Certificate of Incorporation, written notice (as the term "written" is defined...

  • Page 102
    ... on after three years from its date unless the proxy provides for a longer period. Section 7 . List of Stockholders . The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders...

  • Page 103
    ..., if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present...

  • Page 104
    ... Secretary at the principal executive offices of the corporation (if delivered by electronic mail or facsimile, the stockholder's notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the company's most recent proxy statement...

  • Page 105
    ... Secretary at the principal executive offices of the corporation (if delivered by electronic mail or facsimile, the stockholder's notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the company's most recent proxy statement...

  • Page 106
    ... to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act. ARTICLE III Directors Section 1 . Number and Term of Office . The number of directors which shall constitute the whole of the Board of Directors shall be thirteen (13). With the...

  • Page 107
    ..., may be removed from office, with or without cause, and a new director or directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of directors. Section 5 . Meetings . (a) The annual meeting of the Board of Directors shall be held...

  • Page 108
    ... present, unless a different vote be required by law, the Certificate of Incorporation, or these Bylaws. (c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons...

  • Page 109
    ... preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor. Section 9 . Committees . (a) Executive Committee : The Board of Directors may appoint an Executive Committee of not less than one member, each...

  • Page 110
    ... in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any...

  • Page 111
    ...IV Officers Section 1 . Officers Designated . The officers of the corporation shall be a Chairman of the Board of Directors who shall be a member of the Board of Directors, a President, one or more Vice Presidents, a Secretary, and a Treasurer. The order of the seniority of the Vice Presidents shall...

  • Page 112
    ... have such other powers as the Board of Directors or the President shall designate from time to time. (f) Duties of Chief Financial Officer and Treasurer : Each of the Chief Financial Officer and the Treasurer shall control, audit and arrange the financial affairs of the corporation, consistent with...

  • Page 113
    ... an officer appointed), or by the President, or by any Vice President. ARTICLE VI Shares of Stock Section 1 . Form and Execution of Certificates . Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law...

  • Page 114
    ...registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close...

  • Page 115
    ... All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board or the President or any Vice President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or...

  • Page 116
    ... legal representative, is or was a director, officer, employee, or agent of the corporation (including service with respect to employee benefit plans) or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint...

  • Page 117
    ... incurred by other Agents of the corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse...

  • Page 118
    ... given to any stockholder, the same shall be given in writing, either (a) timely and duly deposited in the United States Mail, postage prepaid, and addressed to the stockholder's last known post office address as shown by the stock record of the corporation or its transfer agent or (b) by a form of...

  • Page 119
    ...given when directed to the electronic mail address, facsimile number, or other location filed in writing by the director with the Secretary of the corporation. (e) The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be...

  • Page 120
    ... Secretary at the principal executive offices of the corporation. If delivered by electronic mail or facsimile, the stockholder's notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the company's most recent proxy statement...

  • Page 121
    ...reward eligible employees for good performance by making a portion of their cash compensation dependent on earnings per share ("EPS") of Intel Corporation (the "Company"). The Incentive Plan is designed to ensure that the annual bonus paid hereunder to executive officers of the Company is deductible...

  • Page 122
    ... any time with respect to future services of covered individuals. Incentive Plan amendments may be adopted by the Board of Directors or the Committee as defined in paragraph 3, and will require stockholder approval only to the extent required by applicable law. 2. Exhibit 12.1 INTEL CORPORATION 2003...

  • Page 123
    ...The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) b) All...

  • Page 124
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ A NDY D. B RYANT Date: February 20, 2004 Andy D. Bryant Executive Vice President, Chief Financial Officer and Principal Accounting Officer Exhibit 32...

  • Page 125
    Chief Executive Officer Date: February 20, 2004 By: /s/ A NDY D. B RYANT Andy D. Bryant Executive Vice President, Chief Financial Officer and Principal Accounting Officer