UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report: April 17, 2007
(Date of earliest event reported)
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-06217 94-1672743
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2200 Mission College Blvd., Santa Clara, California 95054-1549
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(Address of principal executive offices) (Zip Code)
(408) 765-8080
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4c))
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Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached hereto as Exhibit 99.1 and incorporated by reference herein
is financial information for Intel Corporation for the quarter ended
March 31, 2007 and forward-looking statements relating to 2007 and the
second quarter of 2007 as presented in a press release of April 17,
2007.
Also included in Exhibit 99.1 under the heading "Supplemental
Operating Results and Other Information" is certain unaudited
annual and quarterly financial information for the Digital Enterprise
Group, Mobility Group, Flash Memory Group, and "all other" category.
In the first quarter of 2007, the company began allocating share-based
compensation to the operating segments, and results have been adjusted
retrospectively to reflect this change as well as certain other minor
reorganizations. The allocation of share-based compensation to the
operating segments does not in any way restate or revise the
consolidated financial position, results of operations or cash flows
of Intel Corporation as set forth in any previously reported
consolidated balance sheet, consolidated statement of income or
consolidated statement of cash flows of the company. This information
is provided as supplemental financial information that may be of
interest to Intel Corporation stockholders.
The information in this report shall be deemed incorporated by
reference into any registration statement heretofore or hereafter
filed under the Securities Act of 1933, as amended, except to the
extent that such information is superseded by information as of a
subsequent date that is included in or incorporated by reference into
such registration statement. The information in this report shall not
be treated as filed for purposes of the Securities Exchange Act of
1934, as amended.
Item 7.01 REGULATION FD DISCLOSURE
In connection with the company's ongoing program designed to improve
operational efficiency and results, the company previously announced
that it had determined on August 30, 2006 to undertake a number of
additional actions recommended by the company's Structure and
Efficiency Taskforce relating to organizational efficiency, business
processes and programs (collectively, the "Efficiency Plan"). The
company recorded restructuring and asset impairment charges of $75
million in the first quarter of 2007.
Previously, Intel Corporation approved a plan to place for sale its
fabrication facility in Colorado Springs, Colorado. The assets subject
to this impairment were principally used in support of the
communications and application processor business.
During the fourth quarter of 2006, the company recorded non-cash land,
building and equipment write-downs of approximately $214 million. As a
result of softer than anticipated market conditions, in the first
quarter of 2007, the company recorded additional non-cash write-downs
of approximately $54 million.
The company currently expects to incur additional charges related to
employee severance and benefit arrangements of approximately $60
million in the second quarter of 2007, which includes the impacts of
our ongoing Efficiency Plan and expected severance charges related to
the Colorado Springs facility. For the employees at the Colorado
Springs facility, plans regarding employee termination benefits will
depend in part on the terms of any sales transaction regarding the
facility.
The exact timing of charges from employee severance and benefit
arrangements and the related cash outflows, as well as the estimated
cost ranges by category type, has not been finalized. This information
will be subject to the finalization of timetables for the transition
of functions, local labor law requirements, including consultation
with appropriate works councils as well as the statutory severance
requirements of the particular legal jurisdictions impacted, and the
amount and timing of the actual charges may vary due to a variety of
factors including the salary, position and number of years of service
of the affected employees as well as the type and amount of severance
benefits offered to employees.
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Additional, presently undetermined, charges related to the Efficiency
Plan may be incurred in the remainder of 2007 and 2008 and 2009 fiscal
years. Additional details will be provided in the company's earnings
releases and Business Outlook statements published quarterly in such
fiscal years. The Efficiency Plan reflects the Corporation's intention
only.
This Form 8-K and attached press release contain forward-looking
statements that involve risks, uncertainties and assumptions. In
addition to the factors addressed in the attached press release
relating to forward looking statements made in the press release, many
factors could affect the planned sale of the Colorado Springs
facility, the Efficiency Plan and the company's actual results, and if
the risks or uncertainties ever materialize or the assumptions prove
incorrect, the results of the company may differ materially from those
expressed or implied by such forward-looking statements and
assumptions. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements,
including but not limited to any to any projections of charges or
other financial items; any statements of the plans, strategies and
objectives of management for future operations, including the timing
and execution of the planned sale of the Colorado Springs facility or
any restructuring plan; benefit program changes and the extent of
employees impacted by planned sale of the Colorado Springs facility or
the restructuring; and any statements or assumptions underlying any of
the foregoing; the extent or timing of cost savings, use of cost
savings, revenue or profitability improvements, or other financial
items; any statements concerning the company's expected competitive
position or performance; any statements of expectation or belief; and
any statements of assumptions underlying any of the foregoing. Intel
presently considers the factors set forth below to be the important
factors that could cause actual results to differ materially from the
company's published expectations: risks, uncertainties and assumptions
including the timing and execution of plans and programs subject to
local labor law requirements, including consultation with appropriate
works councils; assumptions related to severance and post-retirement
costs; future acquisitions, dispositions, investments, new business
initiatives and changes in product roadmap, development and
manufacturing which may affect expense and employment levels at the
company; assumptions relating to product demand and the business
environment; and other risk factors that are described from time to
time in the company's Securities and Exchange Commission reports,
including but not limited to the risk factors described in the
company's Annual Report on Form 10-K for the year ended December 30,
2006. The company assumes no obligation to update these
forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTEL CORPORATION
(Registrant)
Date: April 17, 2007 By: /s/ Andy D. Bryant
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Andy D. Bryant
Executive Vice President,
Chief Financial and Enterprise Services
Officer and Principal Accounting Officer
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