SecProbe.io

March  29, 2013

Via Email
Mr. Stacy J. Smith
Executive  Vice President and Chief Financial Officer
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95054

Re: Intel Corporation
 Form 10-K for the Fiscal Year Ended December 29, 2012
Filed February 19, 2013
File No. 000 -06217

Dear Mr. Smith :

We have reviewed your filing an d have the following comments .   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year E nded December 29, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 30

1. We note that the percentage changes to average selling price and volume for your year
ended December 31, 2011 dis closed on page 30 differ from the percentage changes
included in your response letter dated April 18, 2012.  Please tell us the reasons for these
differences.  Also, i f the percentage changes related to your consolidated revenue are now
different, please t ell us  the reasons why the percentage changes f or your segments are the
same.

Mr. Stacy J. Smith
Intel Corporation
March  29, 2013
Page 2

 Data Center Group, page 32

2. Please tell us, and revise future filings to clarify, the reasons underlying the material
changes to the line items you disclose.  For example, yo ur disclosure indicates that DCG
revenue increases resulted from higher average selling prices attributable to a “richer mix
of products sold.”  However, it is unclear from your disclosure how the mix of products
you sold in 2012 differed from the mix you sold in 2011.

3. We note that you refer  to a “mix of products” within your DCG segment , which implies
that you sell more than one type of product,  while  your response letters to us dated April
18 and May 15, 2012  state that “our platforms are a single class of products.”  Please
explain the reason for this difference.

Liquidity and Capital Resources, page 35

4. We note from page 88 that at December 29, 2012, you held a cumulative total of $20.1
billion of undistributed earnings and basis differences of investm ents in non -U.S.
subsidiaries that you plan to reinvest outside the U.S. indefinitely.   As we note that your
cash and cash equivalents, short -term investments and trading assets totaled $18.2 billion
at that date, please tell us the amount of cash and cash  equivalents as well as liquid
investments held by your foreign subsidiaries at December 29, 2012 and quantify the
amount that would not be available for use in the U.S. without incurring U.S taxes.

5. Further, as we note from pages 20 and 94 that the major ity of your operations, your wafer
fabrication activities and your property, plant and equipment are in the U.S., please
discuss for us the impact on your liquidity and capital positions if cash and cash
equivalents as well as liquid investments held by yo ur foreign subsidiaries were not
available for use in the U.S.  Similarly, discuss the impact of income tax liabilities you
would incur if you were to expatriate the cash and cash equivalents as well as liquid
investments held by your foreign subsidiaries to the U.S.

Item 8.  Financial Statements

Note 6.  Available -for-Sale Investments and Cash Equivalents, page 59

6. We note your agreements with ASML regarding the purchase of equity securities,
research and development funding, advance purchase orders and purchase credits. Please
summarize for us the significant terms of the agreements and explain how you are
accounting for them. Cite the accounting literature on which you are relying in
accounting for each component of the agreements.

7. Clearly describe t o us the credits you will receive to be applied to future tool purchases
from ASML.  Clarify whether these credits can be applied against any future tool
purchases or only against purchases of a particular product.

Mr. Stacy J. Smith
Intel Corporation
March  29, 2013
Page 3

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact Julie Sherman, Staff Accountant, at (202) 5 51-3640, or Kate
Tillan , Assistant Chief Accountant,  at (202) 551 -3604  if you have questions regarding
comments on the financial statements and rel ated matters.   Please contact Brian Soares at
(202) 551 -3580  or Geoff Kruczek at (202) 551 -3641  with any other questions.   In this
regar d, do not hesitate to contact  me at (202) 551 -3528 .

       Sincerely,

       /s/ Amanda Ravitz

       Amanda Ravitz
       Assistant Director