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: October 18, 2005
(Date of earliest event reported)
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-06217 94-1672743
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(State of (Commission (IRS Employer
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))
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 October 1, 2005 and forward-looking statements
relating to 2005 and the fourth quarter of 2005 as presented in a
press release of October 18, 2005. 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is superceded by information as of a subsequent date that is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.
In addition to presenting financial results calculated in
accordance with U.S. generally accepted accounting principles
(GAAP), the company's earnings release contains a non-GAAP
financial measure which excludes the effects of a legal
settlement with MicroUnity, Inc. from the third quarter gross
margin percentage. This non-GAAP financial measure should be
considered in addition to, not as a substitute for or superior
to, gross margin calculated in accordance with GAAP. In the
earnings release, the company has provided a reconciliation of
the non-GAAP financial measure to the most directly comparable
GAAP financial measure.
The company's management uses this non-GAAP financial measure to
evaluate the company's operating performance for the third
quarter of 2005, and for budgeting and planning purposes, because
the third quarter charge for the legal settlement primarily
relates to prior periods. GAAP requires that the company include
a charge in the third quarter results which relates to the prior
use of the licenses being granted as part of the legal settlement
in connection with sales of products in historical periods going
back several years. Management also uses this non-GAAP financial
measure in evaluating both the changes in third quarter operating
results that are attributable to the company's on-going business
operations and the change that is attributable to the legal
settlement and was not anticipated at the time of the company's
Mid-Quarter Business Update press release on September 8, 2005.
The company believes this information is useful to investors for
the same reasons it is useful to management.
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: October 18, 2005 By: /s/ Andy D. Bryant
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Andy D. Bryant
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer