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INTEL CORP
FORM 10-K
(Annual Report)
Filed 02/22/05 for the Period Ending 12/25/04
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 02/22/05 for the Period Ending 12/25/04 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
    ... 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 (I.R.S. Employer...

  • Page 3
    ... Procedures Other Information 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 and Related Transactions Principal Accountant Fees and Services PART...

  • Page 4
    ... publish voluntary reports, which are updated annually, outlining our performance with respect to corporate responsibility and environmental, health and safety compliance (these voluntary reports are not incorporated by reference into this filing). On our Investor Relations web site, located at www...

  • Page 5
    ... circuits, as well as key silicon and platform capabilities, to provide building blocks for technology solutions. The Intel Architecture business provides advanced technologies to support the desktop, mobile and enterprise computing market segments. ICG offers products such as flash memory, as well...

  • Page 6
    ... set of a processor, beyond just clock speed. Intel desktop and mobile processor brand names are now accompanied by 3-digit processor numbers that represent the technical features of the product, including design architecture, clock speed, cache size, bus speed and other technologies. Over time...

  • Page 7
    ...855 chipset family (both offered by the Intel Architecture business) as well as a wireless network connection (from ICG) that is based on the 802.11 industry standard. Intel Centrino mobile technology enables users to take advantage of wireless capabilities at work and at home, with the installation...

  • Page 8
    ... design, digital content creation and high-performance computing, among other applications. Our Intel Xeon processor family of products supports a wide range of entry-level to high-end technical and commercial computing applications for both the workstation and server market segments. The Intel Xeon...

  • Page 9
    ...thin cell phones. Our higher density flash products generally incorporate stacked Static Random Access Memory (SRAM), which we purchase from third-party vendors. Application Processors and Components for Handheld Computing and Communications Devices In application processing, products based on Intel...

  • Page 10
    ... on Intel Centrino mobile technology to establish wireless connections with all currently available WiFi network types. Networked Storage In the networked storage market segment, we offer products that allow storage resources to be added in either of the two most prevalent types of storage networks...

  • Page 11
    ... Wafer Size Process Technology Locations Microprocessors Microprocessors and chipsets Flash memory Chipsets, flash memory and other products 300mm 200mm 200mm 200mm 90nm 130nm 130nm 180nm, 250nm, 350nm New Mexico, Oregon, Ireland Oregon, Arizona, Massachusetts, California New Mexico, Ireland New...

  • Page 12
    .... Our worldwide risk and insurance programs are regularly evaluated to seek to obtain the most favorable terms and conditions. For information regarding environmental matters and proceedings related to certain facilities, see "Compliance with Environmental, Health and Safety Regulations" below...

  • Page 13
    .... To take advantage of the benefits of Vanderpool, a computer system must have a microprocessor that supports the technology, a chipset and BIOS that use the technology, an operating system that includes optimizations for the technology and software applications enabled for the technology. Some of...

  • Page 14
    ... as co-marketing programs. Our direct marketing activities include television, print and web-based advertising, as well as press relations, consumer and trade events, and industry and consumer communications. Currently, our direct marketing to the consumer focuses on the digital home and building...

  • Page 15
    ..., networking and communications market segments, and are engaged in the same basic fields of activity, including research and development. Worldwide, these competitors range in size from large, established, multinational companies with multiple product lines to smaller companies and new entrants...

  • Page 16
    .... (AMD), our primary microprocessor competitor, market software-compatible products that are intended to compete with Intel architecture-based processors. We also face competition from companies offering rival microprocessor designs, such as International Business Machines Corporation (IBM), which...

  • Page 17
    ... to further our strategic objectives and support our key business initiatives. The Intel Capital program generally focuses on investing in companies and initiatives to stimulate growth in the digital economy, create new business opportunities for Intel and expand global markets for our products. The...

  • Page 18
    ... healthy workplace for our employees, our 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 and test sites is certified to...

  • Page 19
    ... flash products as well as our first RoHS-compliant CPUs. As Intel continues to advance process technology, the materials, technologies and products themselves become increasingly complex. Our evaluations of new materials for use in R&D, manufacturing, and assembly and test take into account...

  • Page 20
    ... S. Otellini (age 54) has been a director of Intel and President and Chief Operating Officer since 2002. Prior to that, Mr. Otellini was Executive Vice President and General Manager, Intel Architecture Group, from 1998 to 2002; Executive Vice President and General Manager, Sales and Marketing Group...

  • Page 21
    ... and Otellini qualify as "independent" in accordance with the published listing requirements of The NASDAQ Stock Market (NASDAQ)*. The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types...

  • Page 22
    ... 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 determining the compensation of the Chief Executive Officer and other senior executives...

  • Page 23
    ... We direct corporate responsibility efforts across a global network of Intel organizations. We maintain community advisory panels at many of our operating sites and monitor external trends. We proactively engage with other stakeholders, including socially responsible investors, policy-setting bodies...

  • Page 24
    ...States (A) Ireland Malaysia (B) Israel (C) Philippines (D) China (E) Costa Rica India (F) United Kingdom Japan Germany 27.2 3.1 2.3 2.0 1.4 0.9 0.9 0.5 0.2 0.2 0.1 Executive and administrative offices, wafer fabrication, research and development, sales and marketing, computer and service functions...

  • Page 25
    ... examination of Intel's tax returns for the years 1999 and 2000, the IRS proposed certain adjustments primarily related to the amounts reflected by Intel on these returns as a tax benefit for its export sales. In January 2005, the IRS issued formal assessments for these adjustments. The company does...

  • Page 26
    Table of Contents C. Environmental Proceedings Intel has been named to the California and U.S. Superfund lists for three of our 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 ...

  • Page 27
    ...15,768 16,661 17,847 18,121 15,013 11,715 11,609 10,666 8,487 7,471 Employees at Year-End (In Thousands) Total Assets (In Millions-Except Employees) Stockholders' Equity Additions to Property, Plant & Equipment 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 †48,143 47,143 44,224 44...

  • Page 28
    ... to further our strategic objectives and support our key business initiatives. The Intel Capital program generally focuses on investing in companies and initiatives to stimulate growth in the digital economy, create new business opportunities for Intel and expand global markets for our products. The...

  • Page 29
    ... Architecture business provides advanced technologies to support the desktop, mobile and enterprise computing market segments. The Intel Communications Group (ICG) focuses on flash memory products, wired and wireless connectivity products, application processors, cellular baseband chipsets, and key...

  • Page 30
    ... currently offer NOR flash memory products such as Intel StrataFlash ® Wireless Memory, which uses two-bits-per-cell technology to provide a single-chip solution for fast code execution, with higher storage densities and 1.8-volt operation optimized for advanced mobile phone designs. In application...

  • Page 31
    ... our Intel Capital program, we typically invest in non-marketable equity securities of private companies, which range from early-stage companies that are often still defining their strategic direction to more mature companies whose products or technologies may directly support an Intel product or...

  • Page 32
    ... to write down additional inventory, which would have a negative impact on our gross margin. Long-Lived Assets. We assess the impairment of long-lived assets when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors...

  • Page 33
    Table of Contents MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Results of Operations Overview In 2004, we experienced another year of double-digit growth in annual revenue and gross margin dollars. Our Intel Architecture business contributed most ...

  • Page 34
    ... some evidence of higher 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...

  • Page 35
    ... average selling price for microprocessors, as well as significantly higher unit sales of chipsets in 2003. During 2003, we rapidly ramped the Intel Centrino mobile technology and the Pentium M processor for mobile computers. We also saw increased sales of Pentium 4 processors with HT Technology...

  • Page 36
    ... customer acceptance of our products in the baseband chipset business, as well as a delay in the transition to next-generation phone networks, had pushed out the forecasts for sales of products for high-end data cell phones. These factors resulted in lower growth expectations for the reporting...

  • Page 37
    ... to the tax benefits of $758 million related to divestitures that closed during 2003. 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...

  • Page 38
    ... 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 future acquisitions or strategic...

  • Page 39
    ... relating to our next-generation 65-nanometer process technology. Other purchase obligations and commitments include payments due under various types of licenses and non-contingent funding obligations. Funding obligations include, for example, agreements to fund various projects with other companies...

  • Page 40
    ... all employees. 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 41
    ..., as reported on The NASDAQ Stock Market*. Options granted to listed officers as a group during 2004 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...

  • Page 42
    ... available under our 1976 Employee Stock Participation Plan. Consists of shares available under our 1997 Stock Option Plan. Total excludes 6.5 million shares issuable under outstanding options, with a weighted average exercise price of $16.26, originally granted under plans we assumed in connection...

  • Page 43
    ... Compensation Committee of the Board of Directors, which has the power to determine matters relating to outstanding option awards under the plan, including conditions of vesting and exercisability. Options granted under the 1997 Plan expire no later than 10 years from the grant date. Options granted...

  • Page 44
    ... be under-utilized, and the rate of capital spending could be reduced. We could be required to record an impairment of our manufacturing or assembly and test equipment and/or facilities, or factory planning decisions may cause us to record accelerated depreciation. However, in the long term, revenue...

  • Page 45
    .... Our non-marketable equity securities are part of the Intel Capital program. The program seeks to invest in companies and businesses that can succeed and have an impact on their market segment. However, these types of investments involve a great deal of risk, and there can be no assurance that any...

  • Page 46
    ... 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 47
    ...non-marketable equity investments. We invest in companies that develop software, hardware and other technologies or provide services supporting our technologies. This strategic investment program helps advance our overall goal to be the preeminent supplier of building blocks to the worldwide digital...

  • Page 48
    ... public offerings, mergers and private sales. These types of investments involve a great deal of risk, and there can be no assurance that any specific company will grow or become successful; consequently, we could lose all or part of our investment. At December 25, 2004, our strategic investments...

  • Page 49
    Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED ... of Stockholders' Equity Notes to Consolidated Financial Statements Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm Supplemental Data: Financial Information by Quarter 45 ...

  • Page 50
    Table of Contents INTEL CORPORATION CONSOLIDATED STATEMENTS OF INCOME Three Years Ended December 25, 2004 (In Millions-Except Per Share Amounts) 2004 2003 2002 Net revenue Cost of sales Gross margin Research and development Marketing, general and administrative Impairment of goodwill Amortization ...

  • Page 51
    ... current 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...

  • Page 52
    ... equity securities, net Net loss on retirements and impairments of property, plant and equipment Deferred taxes Tax benefit from employee equity incentive plans Changes in assets and liabilities: Trading assets Accounts receivable Inventories Accounts payable Accrued compensation and benefits Income...

  • Page 53
    ... from sales of shares through employee equity incentive plans, tax benefit of $789 (including reclassification of $445 related to prior years) and other Amortization of acquisition-related unearned stock compensation, net of adjustments Repurchase and retirement of common stock Cash dividends...

  • Page 54
    ... by the company may differ from management's estimates. Cash and Cash Equivalents Highly liquid debt securities with insignificant interest rate risk and with original maturities from the date of purchase of three months or less are classified as cash and cash equivalents. Investments Trading Assets...

  • Page 55
    ...the investee's products and technologies; the general market conditions in the investee's industry or geographic area, including adverse regulatory or economic changes; factors about the investee's ability to remain in business, such as the investee's liquidity, debt ratios and the rate at which the...

  • Page 56
    ...derivatives that are not designated as hedges for accounting purposes are recognized currently in earnings, and generally offset changes in the values of related assets, liabilities or debt. As part of its strategic investment program, the company also acquires equity derivative instruments, such as...

  • Page 57
    ... the market risks of its investments in strategic equity derivatives, including warrants. Measurement of Effectiveness of Hedge Relationships. For currency forward contracts, effectiveness of the hedge is measured using spot rates for hedging strategies related to long-term capital purchases, and...

  • Page 58
    53

  • Page 59
    ... allocation is based on each reporting unit's relative percentage utilization of the manufacturing and assembly and test assets (see "Note 14: Goodwill"). Identified Intangible Assets Acquisition-related intangibles include developed technology, trademarks and customer lists, and are amortized on...

  • Page 60
    ... Stock Issued to Employees," and related interpretations. The exercise price of options is equal to the market price of Intel common stock (defined as the average of the high and low trading prices reported by The NASDAQ Stock Market*) on the date of grant. Accordingly, no stock-based compensation...

  • Page 61
    ... is currently evaluating these transition methods. Note 3: Earnings Per Share The shares used in the computation of the company's basic and diluted earnings per common share were as follows: (In Millions) 2004 2003 2002 Weighted average common shares outstanding Dilutive effect of employee stock...

  • Page 62
    ... options. Note 4: Common Stock Repurchase Program The company has an ongoing authorization, as amended, from the Board of Directors to repurchase up to 2.8 billion shares of Intel's common stock in open market or negotiated transactions, including the 2004 authorization to purchase an additional 500...

  • Page 63
    Table of Contents INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 6: Investments Trading Assets Trading assets outstanding at fiscal year-ends were as follows: 2004 Net Unrealized Gains Net Unrealized Gains 2003 (In Millions) Estimated Fair Value Estimated Fair Value...

  • Page 64
    ... Gains Gross Unrealized Losses Estimated Fair Value Commercial paper Floating rate notes Bank time deposits Corporate bonds Marketable strategic equity securities Preferred stock and other equity Other debt securities Total available-for-sale investments $ 9,024 3,419 1,936 794 589 200 234 $16,196...

  • Page 65
    Reported as: Cash and cash equivalents Short-term investments Marketable strategic equity investments Other long-term investments Total 59 $ 7,971 5,568 514 1,866 $ 15,919

  • Page 66
    ... subject the company to concentrations of credit risk consist principally of investments in debt securities, derivative financial instruments and trade receivables. Intel generally places its investments with high-credit-quality counterparties and, by policy, limits the amount of credit exposure to...

  • Page 67
    ...Contents INTEL CORPORATION...(20) $194 During 2004, the company recognized approximately $60 million of gains ...Ireland (see "Note 5: Borrowings"). Note 9: Comprehensive Income The components of other comprehensive income and related...of tax of $4 in 2004 Minimum pension liability, net of tax of $(2) and...

  • Page 68
    ... tax benefits related to the sale of certain businesses and assets through the sale of stock of acquired companies ($75 million in 2002). See "Note 13: Acquisitions and Divestitures." In 2001, the U.S. Internal Revenue Service (IRS) commenced an examination of Intel's tax returns for the years 1999...

  • Page 69
    company does not agree with these adjustments and intends to appeal the assessments. 62

  • Page 70
    ... benefits Accrued advertising Acquired intangibles Deferred income Depreciation Impairment losses on equity investments Inventory valuation Unrealized gains on investments Other, net Valuation allowance Net deferred tax assets (liabilities) Reported as: Current deferred tax assets Long-term deferred...

  • Page 71
    ... price. This 2002 supplemental grant was made in order to retain employees, due to competitive market conditions and a decline in the company's stock price. These 2002 supplemental stock option grants vest in equal amounts over four years. The range of option exercise prices for options outstanding...

  • Page 72
    ... for retirement on a taxdeferred basis and provide for annual discretionary employer contributions. Amounts to be contributed to the U.S. Profit Sharing Plan are determined by the Chief Executive Officer of the company under delegation of authority from the Board of Directors, pursuant to the terms...

  • Page 73
    ...company has contributed 8% to 12.5% of participants' eligible compensation to the Profit Sharing Plan on an annual basis. The benefit obligation and related assets under this plan have been measured as of November 30, 2004. Non-U.S. Pension Benefits. The company also provides defined-benefit pension...

  • Page 74
    ...) 2004 2003 Non-U.S. Pension Benefits 2004 2003 Postretirement Medical Benefits 2004 2003 Change in plan assets: Beginning fair value of plan assets Actual return on plan assets Employer contributions Plan participants' contributions Currency exchange rate changes Benefits paid to participants...

  • Page 75
    2004 (In Millions) 2003 2004 2003 Plans with accumulated benefit obligations in excess of plan assets: Accumulated benefit obligations Plan assets Plans with projected benefit obligations in excess of plan assets: Projected benefit obligations Plan assets 67 $ - $ - $ 42 $ 39 $ - $ - $ 49 $ 30...

  • Page 76
    ... 2003 Non-U.S. Pension Benefits Postretirement Medical Benefits Discount rate Expected return on plan assets Rate of compensation increase Future profit sharing contributions 6.0% 8.0% 5.0% 8.0% 7.0% 8.0% 5.0% 6.0% 5.9% 6.3% 3.5% - 5.5% 6.7% 3.5% - 6.0% - - - 7.0% - - - Several factors are...

  • Page 77
    ... markets, asset classes or individual securities in order to reduce market risk and assure that the pension assets are available to pay benefits as they come due. The average expected long-term rate of return for the non-U.S. plan assets is 6.3%. The asset allocation for the company's non-U.S. plans...

  • Page 78
    ... employee compensation payable in cash and any debt assumed. The company accounts for the intrinsic value of stock options assumed related to future services as unearned compensation within stockholders' equity (see "Note 15: Identified Intangible Assets and Acquisition-Related Unearned Stock...

  • Page 79
    ... and slower-than-expected customer acceptance of the reporting unit's products in the baseband chipset business, as well as a delay in the transition to next-generation phone networks, had pushed out the forecasts for sales into high-end data cell phones. These factors resulted in lower growth...

  • Page 80
    ... Contents INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 15: Identified Intangible Assets and Acquisition-Related Unearned Stock Compensation Identified intangible assets acquired during 2004 and 2003 are summarized as follows: 2004 Weighted Value (In Millions) Average...

  • Page 81
    Total $179 $301 $548 72

  • Page 82
    ...-related intangibles Intellectual property assets Note 16: Impairment of Long-Lived Assets $115 $115 $ 35 $106 $ 12 $ 76 $ 1 $67 $ - $ 39 During 2003, the company substantially completed the wind-down of its Intel ® Online Services web hosting business. The company recognized a related...

  • Page 83
    ... examination of Intel's tax returns for the years 1999 and 2000, the IRS proposed certain adjustments primarily related to the amounts reflected by Intel on these returns as a tax benefit for its export sales. In January 2005, the IRS issued formal assessments for these adjustments. The company does...

  • Page 84
    ... of the period in which 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...

  • Page 85
    ... a planned reorganization of its business groups to bring all major product groups in line with the company's strategy to drive development of complete technology platforms. These new business units include the Mobility Group, the Digital Enterprise Group, the Digital Home Group, the Digital Health...

  • Page 86
    Table of Contents INTEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Revenue from unaffiliated customers by geographic... Other Asia-Pacific †5,391 4,651 5,338 15,380 Europe †Japan †Total revenue 7,755 3,109 $34,209 †Revenue from unaffiliated customers outside the...

  • Page 87
    Table of Contents REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders, Intel Corporation We have audited the accompanying consolidated balance sheets of Intel Corporation as of December 25, 2004 and December 27, 2003, and the related ...

  • Page 88
    ... with the standards of the Public Company Accounting Oversight Board (United States), the 2004 consolidated financial statements of Intel Corporation and our report dated February 15, 2005 expressed an unqualified opinion thereon. /s/ E RNST & Y OUNG LLP San Jose, California February 15, 2005 79

  • Page 89
    ...included $62 million in tax benefits related to the reversal of previously accrued taxes related primarily to the closing of a state income tax audit, increasing both basic and diluted earnings per share by $0.01. Intel's common stock (symbol INTC) trades on The NASDAQ Stock Market* and is quoted in...

  • Page 90
    ...ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES Attached as exhibits to this Form 10-K are certifications of Intel's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), which are required in accordance with Rule 13a-14 of the Securities Exchange...

  • Page 91
    ... Contents Sponsoring Organizations of the Treadway Commission. Management's assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. This assessment...

  • Page 92
    ... text of our Corporate Business Principles is published on our Investor Relations web site at www.intc.com . We intend to disclose future amendments to certain provisions of our Corporate Business Principles, or waivers of such provisions granted to executive officers and directors, on this web site...

  • Page 93
    ... II-Valuation and Qualifying Accounts" on page 85 of this Form 10-K. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K. Intel, the Intel logo, Intel Inside, Celeron, Intel Centrino, Intel SpeedStep, Intel StrataFlash...

  • Page 94
    Table of Contents INTEL CORPORATION SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS December 25, 2004, December 27, 2003 and December 28, 2002 (In Millions) Balance at Beginning of Year Additions Charged to Costs and Expenses Deductions Balance at End of Year Allowance for doubtful receivables †...

  • Page 95
    ... January 1, 2004 Description of Bonus Terms under the Executive Officer Incentive Plan Intel Corporation Deferral Plan for Outside Directors, effective July 1, 1998 Intel Corporation Special Deferred Compensation Plan Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated...

  • Page 96
    Table of Contents Incorporated by Reference File Number Filing Date Filed Herewith Exhibit Number Form Exhibit Description Exhibit 32.1 Certification of the Chief Executive Officer and the Chief Financial Officer and Principal Accounting Officer Pursuant to Rule 13a-14(b) of the Exchange Act ...

  • Page 97
    ... 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 18, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 98
    ...Board : the Board of Directors of the Company. any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly...

  • Page 99
    ... at the request of the Company as a director, officer, employee, trustee, agent, limited partner, member or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign...

  • Page 100
    trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), who is or becomes ...

  • Page 101
    ... Company for Expense Advances shall be unsecured and no interest shall be charged thereon. (d) Mandatory Indemnification . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding relating in whole or in part...

  • Page 102
    ...), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing...

  • Page 103
    ... (30) calendar days after making such ...the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such... set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel...

  • Page 104
    ... agreement or under applicable law or the Company's articles of incorporation or by-laws now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or (iii) 6. recovery under directors' and officers' liability insurance policies maintained by the Company. Notification and...

  • Page 105
    ... to represent Indemnitee and other current and former directors, officers and employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6 (b) , then such persons...

  • Page 106
    ...-laws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. 9. Liability Insurance . To the extent the Company maintains an insurance policy or policies providing directors' or officers' liability...

  • Page 107
    ... made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at: Intel Corporation 2200 Mission College Blvd., SC4-203 Santa Clara, California 95052...

  • Page 108
    ... or on the third business day after mailing. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above. Company: Intel Corporation, a Delaware corporation By: Printed Name: Its Cary I. Klafter Vice President, Legal and Government Affairs...

  • Page 109
    ... Corporation, included in this Annual Report (Form 10-K) for the year ended December 25, 2004. /s/ E RNST & Y OUNG LLP San Jose, California February 15, 2005 Exhibit 31.1 The following certification includes references to an evaluation of the effectiveness of the design and operation of the company...

  • Page 110
    ...ARRETT Craig R. Barrett Chief Executive Officer Exhibit 31.2 Date: February 18, 2005 The following certification includes references to an evaluation of the effectiveness of the design and operation of the company's "disclosure controls and procedures" and to certain matters related to the company...

  • Page 111
    ... the Securities and Exchange Commission or its staff upon request. Date: February 18, 2005 By: /s/ C RAIG R. B ARRETT Craig R. Barrett Chief Executive Officer Date: February 18, 2005 By: /s/ A NDY D. B RYANT Andy D. Bryant Executive Vice President, Chief Financial Officer and Principal Accounting...