Intel Corporation 1999


Notes to consolidated financial statements
Accounting policies | Common stock | Put warrants | Borrowings | Available-for-sale investments | Derivative financial instruments | Fair values of financial instruments | Concentrations of credit risk | Interest income and other | Comprehensive income | Provision for taxes | Employee benefit plans |
Acquisitions | Commitments | Contingencies | Operating segment and geographic information | Supplemental information (unaudited)

Accounting policies
Fiscal year. Intel Corporation has a fiscal year that ends the last Saturday in December. Fiscal years 1999, 1998 and 1997, each 52-week years, ended on December 25, 26 and 27, respectively. Periodically, there will be a 53-week year. The next 53-week year will end on December 30, 2000.

Basis of presentation. The consolidated financial statements include the accounts of Intel and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. Accounts denominated in foreign currencies have been remeasured using the U.S. dollar as the functional currency.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investments. Highly liquid debt securities with insignificant interest rate risk and with original maturities of three months or less are classified as cash and cash equivalents. Debt securities with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Debt securities with remaining maturities greater than one year are classified as other long-term investments. The company's policy is to protect the value of its fixed income investment portfolio and to minimize principal risk by earning returns based on current interest rates.

The company enters into certain equity investments for the promotion of business and strategic objectives, and typically does not attempt to reduce or eliminate the inherent market risks on these investments. The marketable portion of these strategic investments is classified separately as marketable strategic equity securities. The non-marketable equity and other investments are included in other assets.

A substantial majority of the company's marketable investments are classified as available-for-sale as of the balance sheet date and are reported at fair value, with unrealized gains and losses, net of tax, recorded in stockholders' equity. The cost of securities sold is based on the specific identification method. Realized gains or losses and declines in value, if any, judged to be other than temporary on available-for-sale securities are reported in other income or expense. Non-marketable investments are recorded at the lower of cost or market.

Trading assets. The company maintains its trading asset portfolio to generate returns that offset changes in certain liabilities related to deferred compensation arrangements. The trading assets consist of marketable equity instruments and are stated at fair value. Both realized and unrealized gains and losses are included in other income or expense and generally offset the change in the deferred compensation liability, which is also included in other income or expense. Net gains on the trading asset portfolio were $44 million, $66 million and $37 million in 1999, 1998 and 1997, respectively. The deferred compensation liabilities amounted to $384 million and $287 million in 1999 and 1998, respectively, and are included in other accrued liabilities on the consolidated balance sheets.

Fair values of financial instruments. Fair values of cash and cash equivalents approximate cost due to the short period of time to maturity. Fair values of short-term investments, trading assets, marketable strategic equity securities, other long-term investments, non-marketable investments, short-term debt, long-term debt, swaps, currency forward contracts and options hedging marketable instruments are based on quoted market prices or pricing models using current market rates. For certain non-marketable equity securities, fair value is estimated based on prices recently paid for shares in that company. No consideration is given to liquidity issues in valuing the debt and investments. The estimated fair values are not necessarily representative of the amounts that the company could realize in a current transaction.

Derivative financial instruments. The company utilizes derivative financial instruments to reduce financial market risks. These instruments are used to hedge foreign currency, interest rate and certain equity market exposures of underlying assets, liabilities and other obligations. The company also uses derivatives to create synthetic instruments, for example, buying and selling put and call options on the same underlying security, to generate money market like returns with a similar level of risk. The company does not use derivative financial instruments for speculative or trading purposes. The company's accounting policies for these instruments are based on whether they meet the company's criteria for designation as hedging transactions. The criteria the company uses for designating an instrument as a hedge include the instrument's effectiveness in risk reduction and one-to-one matching of derivative instruments to underlying transactions. Gains and losses on currency forward contracts, and options that are designated and effective as hedges of anticipated transactions, for which a firm commitment has been attained, are deferred and recognized in income in the same period that the underlying transactions are settled. Gains and losses on currency forward contracts, options, and swaps that are designated and effective as hedges of existing transactions are recognized in income in the same period as losses and gains on the underlying transactions are recognized and generally offset. Gains and losses on any instruments not meeting the above criteria are recognized in income in the current period. If an underlying hedged transaction is terminated earlier than initially anticipated, the offsetting gain or loss on the related derivative instrument would be recognized in income in the same period. Subsequent gains or losses on the related derivative instrument would be recognized in income in each period until the instrument matures, is terminated or is sold. Income or expense on swaps is accrued as an adjustment to the yield of the related investments or debt they hedge.

Inventories. Inventories are stated at the lower of cost or market. Cost is computed on a currently adjusted standard basis (which approximates actual cost on a current average or first-in, first-out basis). Inventories at fiscal year-ends were as follows:

(In millions) 1999   1998

Raw materials $ 183   $ 206
Work in process   755     795
Finished goods   540     581
 
 
Total $ 1,478   $ 1,582
 
 

Property, plant and equipment. Property, plant and equipment are stated at cost. Depreciation is computed for financial reporting purposes principally using the straight-line method over the following estimated useful lives: machinery and equipment, 2–4 years; buildings, 4–40 years.

Goodwill and other acquisition-related intangibles. Goodwill is recorded when the consideration paid for acquisitions exceeds the fair value of net tangible and intangible assets acquired. Goodwill and other acquisition-related intangibles are amortized on a straight-line basis over the periods indicated below. Reviews are regularly performed to determine whether facts or circumstances exist which indicate that the carrying values of assets are impaired. The company assesses the recoverability of its assets by comparing the projected undiscounted net cash flows associated with those assets against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. No impairment has been indicated to date.

Net goodwill and other acquisition-related intangibles at fiscal year-ends were as follows:

(In millions) Life in years 1999   1998

Goodwill 2–6 $ 4,124   $ 52
Developed technology 3–6   612     33
Other intangibles 2–6   198     26
 
 
  $ 4,934   $ 111
 
 

Other intangibles include items such as trademarks, workforce-in-place and customer lists. The total balances presented above are net of total accumulated amortization of $471 million and $60 million at December 25, 1999 and December 26, 1998, respectively.

Amortization of goodwill and other acquisition-related intangibles of $411 million for 1999 consisted of $307 million of amortization of goodwill and $104 million of amortization of other acquisition-related intangibles, a majority of which was related to developed technology.

Revenue recognition. The company generally recognizes net revenues upon the transfer of title. However, certain of the company's sales are made to distributors under agreements allowing price protection and/or right of return on merchandise unsold by the distributors. Because of frequent sales price reductions and rapid technological obsolescence in the industry, Intel defers recognition of revenues on shipments to distributors until the merchandise is sold by the distributors.

Advertising. Cooperative advertising obligations are accrued and the costs expensed at the same time the related revenues are recognized. All other advertising costs are expensed as incurred. Advertising expense was $1.7 billion, $1.3 billion and $1.2 billion in 1999, 1998 and 1997, respectively.

Interest. Interest as well as gains and losses related to contractual agreements to hedge certain investment positions and debt (see "Derivative financial instruments") are recorded as net interest income or expense. Interest expense capitalized as a component of construction costs was $5 million, $6 million and $9 million for 1999, 1998 and 1997, respectively.

Earnings per share. The shares used in the computation of the company's basic and diluted earnings per common share are reconciled as follows:

(In millions) 1999   1998   1997

Weighted average common
  shares outstanding
3,324   3,336   3,271
Dilutive effect of:
  Employee stock options 145   159   204
  Convertible notes 1    
  1998 step-up warrants   22   115
 
 
 
Weighted average common
  shares outstanding,
  assuming dilution
3,470   3,517   3,590
 
 
 

Weighted average common shares outstanding, assuming dilution, includes the incremental shares that would be issued upon the assumed exercise of stock options, as well as the assumed conversion of the convertible notes and the incremental shares for the step-up warrants. Put warrants outstanding had no dilutive effect on diluted earnings per common share for the periods presented. For the three-year period ended December 25, 1999, certain of the company's stock options were excluded from the calculation of diluted earnings per share because they were antidilutive, but these options could be dilutive in the future. Net income for the purpose of computing diluted earnings per common share is not materially affected by the assumed conversion of the convertible notes. (See "Long-term debt" under "Borrowings".)

Stock distribution. On April 11, 1999, the company effected a two-for-one stock split in the form of a special stock distribution to stockholders of record as of March 23, 1999. On July 13, 1997, the company effected a two-for-one stock split in the form of a special stock distribution to stockholders of record as of June 10, 1997. All share, per share, common stock, stock option and warrant amounts herein have been restated to reflect the effects of these splits.

Reclassifications. Certain amounts reported in previous years have been reclassified to conform to the 1999 presentation.

Recent accounting pronouncements. The company intends to adopt Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," as of the beginning of its fiscal year 2001. The standard will require the company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The change in a derivative's fair value related to the ineffective portion of a hedge, if any, will be immediately recognized in earnings. The effect of adopting the standard is currently being evaluated but is not expected to have a material effect on the company's financial position or overall trends in results of operations.

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Common stock
Stock repurchase program. The company has an ongoing authorization, as amended, from the Board of Directors to repurchase up to 760 million shares of Intel's common stock in open market or negotiated transactions. During 1999, the company repurchased 71.3 million shares of common stock at a cost of $4.6 billion. As of December 25, 1999, the company had repurchased and retired approximately 659.9 million shares at a cost of $18.2 billion since the program began in 1990. As of December 25, 1999, after allowing for 2 million shares to cover outstanding put warrants, 98.1 million shares remained available under the repurchase authorization.

1998 step-up warrants. In 1993, the company issued 160 million 1998 step-up warrants to purchase 160 million shares of common stock. The warrants became exercisable in May 1993. Between December 27, 1997 and March 14, 1998, approximately 155 million warrants were exercised and shares of common stock were issued for proceeds of $1.6 billion. The expiration date of these warrants was March 14, 1998.

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Put warrants
In a series of private placements from 1991 through 1999, the company sold put warrants that entitle the holder of each warrant to sell to the company, by physical delivery, one share of common stock at a specified price. Activity during the past three years is summarized as follows:

  Put warrants
outstanding
Cumulative  
(In millions) net premium
received
  Number
of warrants
  Potential
obligation

December 28, 1996 $ 335   18.0   $ 275
Sales   288   92.6     3,525
Expirations     (58.0)     (1,759)
 
 
 
December 27, 1997   623   52.6     2,041
Sales   40   15.0     588
Exercises     (30.0)     (1,199)
Expirations     (32.6)     (1,229)
 
 
 
December 26, 1998   663   5.0     201
Sales   20   4.0     261
Expirations     (7.0)     (332)
 
 
 
December 25, 1999 $ 683   2.0   $ 130
 
 
 

The amount related to Intel's potential repurchase obligation has been reclassified from stockholders' equity to put warrants. The 2 million put warrants outstanding at December 25, 1999 expired unexercised in January 2000 and had an average exercise price of $65 per share.

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Borrowings
Short-term debt. Non-interest-bearing short-term debt at fiscal year-ends was as follows:

(In millions) 1999   1998

Borrowed under lines of credit $   $ 10
Drafts payable   230     149
 
 
Total $ 230   $ 159
 
 

The company also borrows under commercial paper programs. Maximum borrowings under commercial paper programs reached $200 million during 1999 and $325 million during 1998. This debt is rated A-1+ by Standard and Poor's and P-1 by Moody's.

Long-term debt. Long-term debt at fiscal year-ends was as follows:

(In millions) 1999   1998

Payable in U.S. dollars:
  Puerto Rico bonds due 2013 at 3.9%–4.25% $ 110   $ 110
  Convertible subordinated notes due 2004 at 4%   210    
  Other U.S. dollar debt   6     5
Payable in other currencies:
  Irish punt due 2001–2027 at 4%–13%   583     541
  Other non-U.S. dollar debt   46     46
 
 
Total $ 955   $ 702
 
 

The company has guaranteed repayment of principal and interest on bonds issued by the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority. The bonds are adjustable and redeemable at the option of either the company or the bondholder every five years through 2013 and are next adjustable and redeemable in 2003.

During 1999, the company assumed 4% convertible subordinated notes with a principal amount of $115 million as a result of the Level One Communications, Inc. acquisition (see "Acquisitions"). The value assigned to the notes was approximately $212 million, based upon the assumed conversion price at the date of acquisition. Amortization of the premium substantially offsets the interest expense on the notes. The notes are convertible into common stock of the company at a conversion price of $31.01 per share. After September 2000, the notes are redeemable at the option of the company.

The Irish punt borrowings were made in connection with the financing of manufacturing facilities in Ireland, and Intel has invested the proceeds in Irish punt denominated instruments of similar maturity to hedge foreign currency and interest rate exposures.

Under shelf registration statements filed with the Securities and Exchange Commission, Intel may issue up to $1.4 billion of additional securities in the form of common stock, preferred stock, depositary shares, debt securities and warrants to purchase the company's or other issuers' common stock, preferred stock and debt securities, and, subject to certain limits, stock index warrants and foreign currency exchange units.

As of December 25, 1999, aggregate debt maturities were as follows: 2001–$62 million; 2002–$21 million; 2003–$134 million; 2004–$236 million; and thereafter–$502 million.

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Available-for-sale investments
The returns on a majority of the company's marketable investments in long-term fixed rate debt and certain equity securities are swapped to U.S. dollar LIBOR-based returns. The currency risks of investments denominated in foreign currencies are hedged with foreign currency borrowings, currency forward contracts or currency interest rate swaps (see "Derivative financial instruments" under "Accounting policies").

Investments with maturities of greater than six months consist primarily of A and A2 or better rated financial instruments and counterparties. Investments with maturities of up to six months consist primarily of A-1 and P-1 or better rated financial instruments and counterparties. Foreign government regulations imposed upon investment alternatives of foreign subsidiaries, or the absence of A and A2 rated counterparties in certain countries, result in some minor exceptions. Intel's practice is to obtain and secure available collateral from counterparties against obligations whenever Intel deems appropriate. At December 25, 1999, investments were placed with approximately 175 different counterparties.

Available-for-sale investments at December 25, 1999 were as follows:

(In millions) Cost   Gross
unrealized
gains
  Gross
unrealized
losses
  Estimated
fair
value

U.S. government
  securities
$ 2,746   $   $ (5)   $ 2,741
Commercial paper   2,971         (2)     2,969
Floating rate notes   2,152         (4)     2,148
Bank time deposits   2,022         (3)     2,019
Corporate bonds   865     49     (9)     905
Loan participations   625             625
Fixed rate notes   275         (1)     274
Securities of foreign
  governments
  59             59
Other debt securities   33         (1)     32
 
 
 
 
  Total debt securities   11,748     49     (25)     11,772
 
 
 
 
Marketable strategic
  equity securities
  1,277     5,882     (38)     7,121
Preferred stock and
  other equity
  121             121
 
 
 
 
  Total equity securities   1,398     5,882     (38)     7,242
 
 
 
 
Swaps hedging
  investments in debt
  securities
      12     (50)     (38)
Currency forward
  contracts hedging
  investments in debt
  securities
      2         2
 
 
 
 
Total available-for-
  sale investments
  13,146     5,945     (113)     18,978
Less amounts classified
  as cash equivalents
  (3,362)             (3,362)
 
 
 
 
  $ 9,784   $ 5,945   $ (113)   $ 15,616
 
 
 
 

Available-for-sale investments at December 26, 1998 were as follows:

(In millions) Cost   Gross
unrealized
gains
  Gross
unrealized
losses
  Estimated
fair
value

U.S. government
  securities
$ 2,824   $   $ (11)   $ 2,813
Commercial paper   2,694     5     (2)     2,697
Floating rate notes   1,273     2     (2)     1,273
Corporate bonds   1,153     51     (17)     1,187
Bank time deposits   1,135     1     (1)     1,135
Loan participations   625             625
Repurchase
  agreements
  124             124
Securities of foreign
  governments
  36     1     (1)     36
Other debt securities   160             160
 
 
 
 
  Total debt securities   10,024     60     (34)     10,050
 
 
 
 
Hedged equity   100         (2)     98
Marketable strategic
  equity securities
  822     979     (44)     1,757
Preferred stock and
  other equity
  140     1         141
 
 
 
 
  Total equity securities   1,062     980     (46)     1,996
 
 
 
 
Options creating
  synthetic money
  market instruments
  474             474
Swaps hedging
  investments in debt
  securities
      19     (52)     (33)
Swaps hedging
  investments in equity
  securities
      2         2
Currency forward
  contracts hedging
  investments in debt
  securities
      2     (4)     (2)
 
 
 
 
Total available-for-
  sale investments
  11,560     1,063     (136)     12,487
Less amounts classified
  as cash equivalents
  (1,850)             (1,850)
 
 
 
 
  $ 9,710   $ 1,063   $ (136)   $ 10,637
 
 
 
 

Available-for-sale securities with a fair value at the date of sale of $1 billion, $227 million and $153 million were sold in 1999, 1998 and 1997, respectively. The gross realized gains on these sales totaled $883 million, $185 million and $106 million, respectively.

The amortized cost and estimated fair value of investments in debt securities at December 25, 1999, by contractual maturity, were as follows:

(In millions) Cost   Estimated
fair value

Due in 1 year or less $ 11,031   $ 11,054
Due in 1–2 years   192     194
Due in 2–5 years   58     58
Due after 5 years   467     466
 
 
Total investments in debt securities $ 11,748   $ 11,772
 
 

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Derivative financial instruments
Outstanding notional amounts for derivative financial instruments at fiscal year-ends were as follows:

(In millions) 1999   1998

Swaps hedging investments in debt securities $ 2,002   $ 2,526
Swaps hedging investments in equity securities $   $ 100
Swaps hedging debt $ 156   $ 156
Currency forward contracts $ 845   $ 830
Options creating synthetic money
  market instruments
$   $ 2,086

While the contract or notional amounts provide one measure of the volume of these transactions, they do not represent the amount of the company's exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which a counterparty's obligations exceed the obligations of Intel with that counterparty. The company controls credit risk through credit approvals, limits and monitoring procedures. Credit rating criteria for derivative financial instruments are similar to those for investments.

Swap agreements. The company utilizes swap agreements to exchange the foreign currency, equity and interest rate returns of its investment and debt portfolios for floating U.S. dollar interest rate based returns. The floating rates on swaps are based primarily on U.S. dollar LIBOR and are reset on a monthly, quarterly or semiannual basis.

Pay rates on swaps hedging investments in debt securities match the yields on the underlying investments they hedge. Payments on swaps hedging investments in equity securities match the equity returns on the underlying investments they hedge. Receive rates on swaps hedging debt match the expense on the underlying debt they hedge. Maturity dates of swaps match those of the underlying investment or the debt they hedge. There is approximately a one-to-one matching of swaps to investments and debt. Swap agreements generally remain in effect until expiration.

Weighted average pay and receive rates, average maturities and range of maturities on swaps at December 25, 1999 were as follows:

  Weighted
average
pay rate
  Weighted
average
receive
rate
  Weighted
average
maturity
  Range of
maturities

Swaps hedging investments
  in U.S. dollar
  debt securities
6.0%   6.0%   1.0 years   0–4 years
Swaps hedging investments
  in foreign currency
  debt securities
5.6%   5.7%   1.6 years   0–4 years
Swaps hedging debt 5.5%   5.7%   3.8 years   1–4 years
Note: Pay and receive rates are based on the reset rates that were in effect at December 25, 1999.

Other foreign currency instruments. Intel transacts business in various foreign currencies, primarily Japanese yen and certain other Asian and European currencies. The company has established revenue and balance sheet hedging programs to protect against reductions in value and volatility of future cash flows caused by changes in foreign exchange rates. The company utilizes currency forward contracts and currency options in these hedging programs. The maturities on these instruments are less than 12 months.

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Fair values of financial instruments
The estimated fair values of financial instruments outstanding at fiscal year-ends were as follows:

  1999   1998
 
 
(In millions) Carrying
amount
  Estimated
fair value
  Carrying
amount
  Estimated
fair value

Cash and cash equivalents $ 3,695   $ 3,695   $ 2,038   $ 2,038
Short-term investments $ 7,740   $ 7,740   $ 4,821   $ 4,821
Trading assets $ 388   $ 388   $ 316   $ 316
Marketable strategic
  equity securities
$ 7,121   $ 7,121   $ 1,757   $ 1,757
Other long-term investments $ 791   $ 791   $ 3,618   $ 3,618
Non-marketable instruments $ 1,177   $ 3,410   $ 571   $ 716
Options creating synthetic
  money market instruments
$   $   $ 474   $ 474
Swaps hedging investments
  in debt securities
$ (38)   $ (38)   $ (33)   $ (33)
Swaps hedging investments
  in equity securities
$   $   $ 2   $ 2
Short-term debt $ (230)   $ (230)   $ (159)   $ (159)
Long-term debt $ (955)   $ (1,046)   $ (702)   $ (696)
Swaps hedging debt $   $ (5)   $   $ 1
Currency forward contracts $ 1   $   $ (1)   $ (1)

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Concentrations of credit risk
Financial instruments that potentially subject the company to concentrations of credit risk consist principally of investments and trade receivables. Intel places its investments with high-credit-quality counterparties and, by policy, limits the amount of credit exposure to any one counterparty based on Intel's analysis of that counterparty's relative credit standing. A majority of the company's trade receivables are derived from sales to manufacturers of computer systems, with the remainder spread across various other industries. The company's five largest customers accounted for approximately 44% of net revenues for 1999. At December 25, 1999, these customers accounted for approximately 35% of net accounts receivable.

The company endeavors to keep pace with the evolving computer and Internet-related industries, and has adopted credit policies and standards intended to accommodate industry growth and inherent risk. Management believes that credit risks are moderated by the diversity of its end customers and geographic sales areas. Intel performs ongoing credit evaluations of its customers' financial condition and requires collateral or other credit support as deemed necessary.

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Interest income and other

(In millions) 1999   1998   1997

Interest income $ 618   $ 593   $ 562
Gains on sales of marketable
  strategic equity securities
  883     185     106
Foreign currency gains (losses), net   (1)     11     63
Other income (expense), net   (3)     3     68
 
 
 
Total $ 1,497   $ 792   $ 799
 
 
 

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Comprehensive income
The components of other comprehensive income and related tax effects were as follows:

(In millions) 1999   1998   1997

Gains on investments during the year,
  net of tax of $(2,026), $(357) and $(4)
  in 1999, 1998 and 1997, respectively
$ 3,762   $ 665   $ 5
Less: adjustment for gains realized
  and included in net income, net of
  tax of $309, $65 and $37 in 1999,
  1998 and 1997, respectively
  (574)     (120)     (69)
 
 
 
Other comprehensive income $ 3,188   $ 545   $ (64)
 
 
 

Accumulated other comprehensive income presented in the accompanying consolidated balance sheets consists of the accumulated net unrealized gain on available-for-sale investments.

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Provision for taxes
Income before taxes and the provision for taxes consisted of the following:

(In millions) 1999   1998   1997

Income before taxes:
  U.S. $ 7,239   $ 6,677   $ 8,033
  Foreign   3,989     2,460     2,626
 
 
 
Total income before taxes $ 11,228   $ 9,137   $ 10,659
 
 
 
Provision for taxes:
Federal:
  Current $ 3,356   $ 2,321   $ 2,930
  Deferred   (162)     145     30
 
 
 
    3,194     2,466     2,960
 
 
 
State:
  Current   393     320     384
Foreign:
  Current   384     351     394
  Deferred   (57)     (68)     (24)
 
 
 
    327     283     370
 
 
 
Total provision for taxes $ 3,914   $ 3,069   $ 3,714
 
 
 
Effective tax rate   34.9%     33.6%     34.8%
 
 
 

The tax benefit associated with dispositions from employee stock plans reduced taxes currently payable for 1999 by $506 million ($415 million and $224 million for 1998 and 1997, respectively).

The provision for taxes reconciles to the amount computed by applying the statutory federal rate of 35% to income before taxes as follows:

(In millions) 1999   1998   1997

Computed expected tax $ 3,930   $ 3,198   $ 3,731
State taxes, net of federal benefits   255     208     249
Foreign income taxed at different rates   (239)     (339)     (111)
Non-deductible acquisition-related costs   274     74    
Other   (306)     (72)     (155)
 
 
 
Provision for taxes $ 3,914   $ 3,069   $ 3,714
 
 
 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities 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) 1999   1998

Deferred tax assets
Accrued compensation and benefits $ 111   $ 117
Accrued advertising   66     62
Deferred income   182     181
Inventory valuation and related reserves   91     106
Interest and taxes   48     52
Other, net   175     100
 
 
  673     618
Deferred tax liabilities
Depreciation   (703)     (911)
Acquired intangibles   (214)    
Unremitted earnings of certain subsidiaries   (172)     (152)
Unrealized gain on investments   (2,041)     (324)
 
 
    (3,130)     (1,387)
 
 
Net deferred tax (liability) $ (2,457)   $ (769)
 
 

U.S. income taxes were not provided for on a cumulative total of approximately $2.2 billion of undistributed earnings for certain non-U.S. subsidiaries. The company intends to reinvest these earnings indefinitely in operations outside the United States.

The years 1998 and 1997 are currently under examination by the Internal Revenue Service. Management believes that adequate amounts of tax and related interest and penalties, if any, have been provided for any adjustments that may result for these years.

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Employee benefit plans
Stock option plans. Intel has a stock option plan under which officers, key employees and non-employee directors may be granted options to purchase shares of the company's authorized but unissued common stock. The company also has a stock option plan under which stock options may be granted to employees other than officers and directors. The company's Executive Long-Term Stock Option Plan, under which certain key employees, including officers, have been granted stock options, terminated in September 1998. Although this termination will not affect options granted prior to this date, no further grants may be made under this plan. Under all of the plans, the option exercise price is equal to the fair market value of Intel common stock at the date of grant. During 1999, Intel also assumed the stock option plans and the outstanding options of certain acquired companies. No additional options will be granted under these assumed plans.

Options granted by Intel currently expire no later than 10 years from the grant date and generally vest within 5 years. Proceeds received by the company from exercises are credited to common stock and capital in excess of par value. Additional information with respect to stock option plan activity was as follows:

  Outstanding options
   
(Shares in millions) Shares
available
for options
  Number
of shares
  Weighted
average
exercise
price

December 28, 1996   130.6   337.8   $ 7.49
Additional shares reserved   260.0      
Grants   (63.0)   63.0   $ 36.23
Exercises     (47.2)   $ 3.06
Cancellations   8.8   (8.8)   $ 16.38
 
 
   
December 27, 1997   336.4   344.8   $ 13.12
Grants   (48.0)   48.0   $ 38.35
Exercises     (63.0)   $ 4.59
Cancellations   17.3   (17.3)   $ 23.64
Lapsed under terminated plans   (38.5)      
 
 
   
December 26, 1998   267.2   312.5   $ 18.13
Grants   (40.6)   40.6   $ 63.91
Options assumed in acquisitions     12.8   $ 25.74
Exercises     (48.0)   $ 6.64
Cancellations   12.3   (12.3)   $ 32.85
 
 
   
December 25, 1999   238.9   305.6   $ 25.73
 
 
   
Options exercisable at:
December 27, 1997       115.2   $ 3.66
December 26, 1998       103.8   $ 6.11
December 25, 1999       103.2   $ 9.42

The range of option exercise prices for options outstanding at December 25, 1999 was $0.15 to $84.97. The range of exercise prices for options is wide due primarily to the increasing price of the company's stock over the period in which the option grants were awarded, in addition to the impact of assumed options of acquired companies that had experienced even greater price appreciation.

The following tables summarize information about options outstanding at December 25, 1999:

  Outstanding options
   
Range of exercise prices Number of
shares (in
millions)
  Weighted
average
contractual
life (in
years)
  Weighted
average
exercise
price

$0.15–$7.58   59.6   2.4   $ 4.28
$8.66–$15.09   62.9   4.8   $ 10.46
$15.12–$37.45   91.4   6.7   $ 25.61
$37.47–$84.97   91.7   8.6   $ 50.28
 
       
Total   305.6   6.0   $ 25.73
 
       

  Exercisable options
 
Range of exercise prices Number of
shares (in
millions)
  Weighted
average
exercise
price

$0.15–$7.58 59.2   $ 4.29
$8.66–$15.09 28.4   $ 9.11
$15.12–$37.45 12.3   $ 25.87
$37.47–$84.97 3.3   $ 43.04
 
   
Total 103.2   $ 9.42
 
   

These options will expire if not exercised at specific dates through December 2009. Option exercise prices for options exercised during the three-year period ended December 25, 1999 ranged from $0.15 to $61.41.

Stock Participation Plan. Under this plan, eligible employees may purchase shares of Intel's common stock at 85% of fair market value at specific, predetermined dates. Of the 472 million shares authorized to be issued under the plan, 74.3 million shares remained available for issuance at December 25, 1999. Employees purchased 5.4 million shares in 1999 (6.3 million in 1998 and 9.0 million in 1997) for $241 million ($229 million and $191 million in 1998 and 1997, respectively).

Pro forma information. The company has elected to follow APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under SFAS No. 123, "Accounting for Stock-Based Compensation," requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB No. 25, because the exercise price of the company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized in the company's financial statements.

Pro forma information regarding net income and earnings per share is required by SFAS No. 123. This information is required to be determined as if the company had accounted for its employee stock options (including shares issued under the Stock Participation Plan, collectively called "options") granted subsequent to December 31, 1994 under the fair value method of that statement. The fair value of options granted in 1999, 1998 and 1997 reported below has been estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions:

Employee stock options 1999   1998   1997

Expected life (in years) 6.5   6.5   6.5
Risk-free interest rate 5.2%   5.3%   6.6%
Volatility .38   .36   .36
Dividend yield .2%   .2%   .1%
Stock Participation Plan shares 1999   1998   1997

Expected life (in years) .5   .5   .5
Risk-free interest rate 4.9%   5.2%   5.3%
Volatility .45   .42   .40
Dividend yield .2%   .2%   .1%

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the company's options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models do not necessarily provide a reliable single measure of the fair value of its options. The weighted average estimated fair value of employee stock options granted during 1999, 1998 and 1997 was $29.53, $17.91 and $17.67 per share, respectively, excluding options assumed through acquired companies. The weighted average estimated fair value of shares granted under the Stock Participation Plan during 1999, 1998 and 1997 was $19.81, $10.92 and $11.04, respectively.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting periods. The company's pro forma information follows:

(In millions—except per share amounts) 1999   1998   1997

Pro forma net income $ 6,860   $ 5,755   $ 6,735
Pro forma basic earnings per share $ 2.06   $ 1.73   $ 2.06
Pro forma diluted earnings per share $ 1.98   $ 1.66   $ 1.88

Retirement plans. The company provides tax-qualified profit-sharing retirement plans (the "Qualified Plans") for the benefit of eligible employees in the U.S. and Puerto Rico and certain foreign countries. The plans are designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis and provide for annual discretionary employer contributions to trust funds.

The company also provides a non-qualified profit-sharing retirement plan (the "Non-Qualified Plan") for the benefit of eligible employees in the U.S. This plan is designed to permit certain discretionary employer contributions in excess of the tax limits applicable to the Qualified Plans and to permit employee deferrals in excess of certain tax limits. This plan is unfunded.

The company expensed $294 million for the Qualified Plans and the Non-Qualified Plan in 1999 ($291 million in 1998 and $273 million in 1997). The company expects to fund approximately $333 million for the 1999 contribution to the Qualified Plans and to allocate approximately $9 million for the Non-Qualified Plan, including the utilization of amounts expensed in prior years. A remaining accrual of approximately $157 million carried forward from prior years is expected to be contributed to these plans when allowable under IRS regulations and plan rules.

Contributions made by the company vest based on the employee's years of service. Vesting begins after three years of service in 20% annual increments until the employee is 100% vested after seven years.

The company provides tax-qualified defined-benefit pension plans for the benefit of eligible employees in the U.S. and Puerto Rico. Each plan provides for minimum pension benefits that are determined by a participant's years of service, final average compensation (taking into account the participant's social security wage base) and the value of the company's contributions, plus earnings, in the Qualified Plan. If the participant's balance in the Qualified Plan exceeds the pension guarantee, the participant will receive benefits from the Qualified Plan only. Intel's funding policy is consistent with the funding requirements of federal laws and regulations. The company also provides defined-benefit pension plans in certain foreign countries. The company's funding policy for foreign defined-benefit pension plans is consistent with the local requirements in each country. These defined-benefit pension plans had no material impact on the company's financial statements for the periods presented.

The company provides postemployment benefits for retired employees in the U.S. Upon retirement, eligible 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. These benefits had no material impact on the company's financial statements for the periods presented.

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Acquisitions
During 1999 and 1998, the company completed a number of acquisitions that were accounted for using the purchase method of accounting.

In February 1999, the company acquired Shiva Corporation in a cash transaction. Shiva's products include remote access and virtual private networking solutions for the small to medium enterprise market segment and the remote access needs of campuses and branch offices.

In July 1999, the company acquired privately held Softcom Microsystems, Inc. in a cash transaction. Softcom develops and markets semiconductor products for original equipment manufacturers in the networking and communications market segments. Softcom's high-performance components are designed for networking gear (access devices, routers and switches) used to direct voice and data across the Internet as well as traditional enterprise networks.

In July 1999, the company acquired Dialogic Corporation in a cash transaction. The acquisition is aimed at expanding the company's standard high-volume server business in the networking and telecommunications market segments. Dialogic designs, manufactures and markets computer hardware and software enabling technology for computer telephony systems.

In August 1999, the company acquired Level One Communications in a stock-for-stock transaction. Approximately 34 million shares of Intel common stock were issued in connection with the purchase. In addition, Intel assumed Level One Communications' convertible debt with a fair value of approximately $212 million. Level One Communications provides silicon connectivity solutions for high-speed telecommunications and networking applications.

In September 1999, the company acquired privately held NetBoost Corporation in a cash transaction. NetBoost develops and markets hardware and software solutions for communications equipment suppliers and independent software vendors in the networking and communications market segments.

In October 1999, the company acquired privately held IPivot, Inc. in a cash transaction. IPivot designs and manufactures Internet commerce equipment that manages large volumes of Internet traffic more securely and efficiently.

In November 1999, the company acquired DSP Communications, Inc. in a cash transaction. DSP Communications is a leading supplier of solutions for digital cellular communications products, including chipsets, reference designs, software and other key technologies for lightweight wireless handsets.

In January 1998, the company acquired Chips and Technologies, Inc. in a cash transaction. Chips and Technologies was a supplier of graphics accelerator chips for mobile computing products.

In May 1998, the company purchased the semiconductor operations of Digital Equipment Corporation. Assets acquired consisted primarily of property, plant and equipment. Following the completion of the purchase, lawsuits between the companies that had been pending since 1997 were dismissed with prejudice.

For 1999 and 1998, $392 million and $165 million, respectively, were allocated to purchased in-process research and development, and expensed upon acquisition of the above companies, because the technological feasibility of products under development had not been established and no future alternative uses existed.

These purchase transactions are further described below:

(In millions) Consid-
eration
  Purchased
in-process
research
& devel-
opment
  Goodwill &
identified
intangibles
  Form of
consideration

1999
Shiva $ 132   $   $ 99     Cash and options
  assumed
Softcom $ 149   $ 9   $ 139     Cash and options
  assumed
Dialogic $ 732   $ 83   $ 614     Cash and options
  assumed
Level One
  Communications $ 2,137   $ 231   $ 2,007     Common stock and
  options assumed
NetBoost $ 215   $ 10   $ 205     Cash and options
  assumed
IPivot $ 496   $   $ 505     Cash and options
  assumed
DSP
  Communications $ 1,599   $ 59   $ 1,491     Cash and options
  assumed
1998
Chips and
  Technologies $ 337   $ 165   $ 126     Cash and options
  assumed
Semiconductor
  operations of
  Digital $ 585   $   $ 32     Cash
Consideration includes the cash paid, less any cash acquired; the value of stock issued and options assumed; and excludes any debt assumed.

In addition to the transactions described above, Intel purchased other businesses in smaller transactions. The charge for purchased in-process research and development related to these other acquisitions was not significant. The total amount allocated to goodwill and identified intangibles for these transactions was $175 million, which represents a substantial majority of the consideration for these transactions.

The consolidated financial statements include the operating results of acquired businesses from the dates of acquisition. The operating results of Softcom, Level One Communications and NetBoost have been included in the Network Communications Group operating segment. The operating results of Shiva, Dialogic and IPivot have been included in the Communications Products Group operating segment. The operating results of DSP Communications have been included in the Wireless Communications and Computing Group operating segment. All of these groups are part of the "all other" category for segment reporting purposes. The operating results of Chips and Technologies have been included in the Intel Architecture Business Group operating segment.

The unaudited pro forma information below assumes that companies acquired in 1999 and 1998 had been acquired at the beginning of 1998 and includes the effect of amortization of goodwill and identified intangibles from that date. The impact of charges for purchased in-process research and development has been excluded. This is presented for informational purposes only and is not necessarily indicative of the results of future operations or results that would have been achieved had the acquisitions taken place at the beginning of 1998.

(In millions, except per share amounts—unaudited) 1999   1998

Net revenues $ 29,894   $ 27,101
Net income $ 6,948   $ 5,218
Basic earnings per common share $ 2.08   $ 1.55
Diluted earnings per common share $ 1.99   $ 1.46

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Commitments
The company leases a portion of its capital equipment and certain of its facilities under operating leases that expire at various dates through 2010. Rental expense was $71 million in 1999, $64 million in 1998 and $69 million in 1997. Minimum rental commitments under all non-cancelable leases with an initial term in excess of one year are payable as follows: 2000–$68 million; 2001–$57 million; 2002–$53 million; 2003–$41 million; 2004–$32 million; 2005 and beyond–$77 million. Commitments for construction or purchase of property, plant and equipment approximated $2.5 billion at December 25, 1999. In connection with certain manufacturing arrangements, Intel had minimum purchase commitments of approximately $59 million at December 25, 1999 for flash memory.

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Contingencies
In November 1997, Intergraph Corporation filed suit in Federal District Court in Alabama for patent infringement and generally alleging that Intel attempted to coerce Intergraph into relinquishing certain patent rights. The suit alleges that Intel infringes five Intergraph microprocessor-related patents, and includes alleged violations of antitrust laws and various state law claims. The suit seeks injunctive relief, damages and prejudgment interest, and further alleges that Intel's infringement is willful and that any damages awarded should be trebled. Intergraph's expert witness has claimed that Intergraph is entitled to damages of approximately $2.2 billion for Intel's alleged patent infringement, $500 million for the alleged antitrust violations and an undetermined amount for the alleged state law violations. Intel has also counterclaimed that the Intergraph patents are invalid and further alleges infringement of seven Intel patents, breach of contract and misappropriation of trade secrets. In October 1999, the court reconsidered an earlier adverse ruling and granted Intel's motion for summary judgment that the Intergraph patents are licensed to Intel, and dismissed all of Intergraph's patent infringement claims with prejudice. Intergraph has appealed this ruling. In November 1999, the Court of Appeals for the Federal Circuit reversed the District Court's April 1998 order requiring Intel to continue to deal with Intergraph on the same terms as it treats allegedly similarly situated customers with respect to confidential information and products supply. The company disputes Intergraph's remaining antitrust and state law claims, and intends to defend the lawsuit vigorously.

The company is currently party to various legal proceedings, including that noted above. While management, including internal counsel, currently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on the company's financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on the net income of the period in which the ruling occurs.

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 in areas adjacent to one of its former sites. The EPA has issued a Record of Decision with respect to a groundwater cleanup plan at that site, including expected costs to complete. Under the California and U.S. Superfund statutes, liability for cleanup of this site and the adjacent area is joint and several. The company, however, has reached agreement with those same two companies which significantly limits the company's liabilities under the proposed cleanup plan. 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 or overall trends in results of operations, even if joint and several liability were to be assessed.

The estimate of the potential impact on the company's financial position or overall results of operations for the above legal proceedings could change in the future.

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Operating segment and geographic information
Intel designs, develops, manufactures and markets computer, networking and communications products at various levels of integration. The company is organized into five product-line operating segments: the Intel Architecture Business Group, the Wireless Communications and Computing Group (formed out of the former Computing Enhancement Group), the Communications Products Group (formed during 1999), the Network Communications Group and the New Business Group. Each group has a vice president who reports directly to the Chief Executive Officer (CEO). The CEO allocates resources to each group using information on their revenues and operating profits before interest and taxes. The CEO has been identified as the Chief Operating Decision Maker.

The Intel Architecture Business Group's products include microprocessors and related board-level products based on the P6 microarchitecture (including the Pentium® III, Intel® Celeron™ and Pentium® III Xeon™ processors). Sales of microprocessors and related board-level products based on the P6 microarchitecture represented a substantial majority of the company's 1999 revenues and gross margin. As a result of a reorganization during 1999, the Intel Architecture Business Group's products also include chipsets. The Wireless Communications and Computing Group's products are component-level hardware and software for digital cellular communications, including flash memory, low-power processors and digital signal processors. The Communications Products Group's products consist of system-level hardware, software and support services for e-Business data centers and communications access solutions. The Network Communications Group's products include communications silicon components and embedded control chips (formerly included in the Computing Enhancement Group) for networking and communications applications. The New Business Group provides e-Commerce data center services as well as products such as connected peripherals and security access software. Intel's products in all operating groups are sold directly to original equipment manufacturers, retail and industrial distributors, and resellers throughout the world.

In addition to these operating segments, the sales and marketing, manufacturing, finance and administration groups also report to the CEO. Expenses of these groups are allocated to the operating segments and are included in the operating results reported below. Certain corporate-level operating expenses (primarily the amount by which profit-dependent bonus expenses differ from a targeted level recorded by the operating segments) and reserves for deferred income on shipments to distributors are not allocated to operating segments and are included in "all other" in the reconciliation of operating profits reported below.

Although the company has five operating segments, only the Intel Architecture Business Group is a reportable segment. Intel had previously shown two reportable segments; however, as a result of a reorganization during 1999, no segment other than the Intel Architecture Business Group now represents 10% or more of revenues or operating profit. Information for prior periods has been reclassified. Intel does not identify or allocate assets by operating segment, and does not allocate depreciation as such to the operating segments, nor does the CEO evaluate groups on these criteria. Operating segments do not record intersegment revenues, and, accordingly, there are none to be reported. Intel does not allocate interest and other income, interest expense or taxes to operating segments. The accounting policies for segment reporting are the same as for the company as a whole (see "
Accounting policies"), except that operating segments recognize revenues upon shipment to distributors, and changes in the reserves for deferred income on these shipments are recorded at the corporate level only.

Information on reportable segments for the three years ended December 25, 1999 is as follows:

(In millions) 1999   1998   1997

Intel Architecture Business Group
Revenues $ 25,274   $ 23,853   $ 22,606
Operating profit $ 11,356   $ 9,413   $ 11,132
All other
Revenues $ 4,115   $ 2,420   $ 2,464
Operating loss $ (1,589)   $ (1,034)   $ (1,245)
Total
Revenues $ 29,389   $ 26,273   $ 25,070
Operating profit $ 9,767   $ 8,379   $ 9,887

In 1999, two customers each accounted for 13% of the company's revenues. In 1998, one customer accounted for 13% of the company's revenues and another accounted for 11%. In 1997, one customer accounted for 12% of the company's revenues. A substantial majority of the sales to these customers were Intel Architecture Business Group products.

Geographic revenue information for the three years ended December 25, 1999 is based on the location of the selling entity. Property, plant and equipment information is based on the physical location of the assets at the end of each of the fiscal years.

Revenues from unaffiliated customers by geographic region were as follows:

(In millions) 1999   1998   1997

United States $ 12,740   $ 11,663   $ 11,053
Europe   7,798     7,452     6,774
Asia-Pacific   6,704     5,309     4,754
Japan   2,147     1,849     2,489
 
 
 
Total revenues $ 29,389   $ 26,273   $ 25,070
 
 
 

Net property, plant and equipment by country was as follows:

(In millions) 1999   1998

United States $ 8,127   $ 8,076
Ireland   1,312     1,287
Other foreign countries   2,276     2,246
 
 
Total property, plant and equipment, net $ 11,715   $ 11,609
 
 

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Supplemental information (unaudited)
Quarterly information for the two years ended December 25, 1999 is presented in "
Financial information by quarter (unaudited)."

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* Legal Information © 2000 Intel Corporation
Content published April 12, 2000.