SecProbe.io

May 3, 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
Form 10 -Q for the Quarterly Period Ended March 30, 2013
Filed April 29, 2013
File No. 000 -06217

Dear Mr. Smith :

We have reviewed your response dated April 23, 2013  and 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 y our response.

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

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

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

Liquidity and Capital Resources, page 35

1. We note your response to prior comment 5. Please reconcile for us, and clarify in future
filings, the disclosure on page 35 that states that you generated a higher percentage of
your profits from low er tax jurisdictions in both 2012 and 2011, which positively
impacted your effective tax rates, to the disclosure on page 87 indicating that U.S.
income before taxes was more than twice the non -U.S. income before taxes amount in
both periods. Clarify what you mean by profits – e.g., gross profit, income before taxes,
etc. – and whether these lower tax jurisdictions are within or outside the U.S.   If outside

Mr. Stacy J. Smith
Intel Corporation
May 3, 2013
Page 2

 the U.S., tell us the percentage of your total consolidated revenues earned by your
subsidiaries in t hose jurisdictions, separately quantifying any revenues from
intercompany or affiliate transactions.

2. We note your response to prior comments 4 and 5, which indicated that a sizable amount
of your cash and cash equivalents, short -term investments and trad ing assets is held by
your foreign subsidiaries.   To help us better understand your conclusion that these
amounts are not material to an understanding of your liquidity and capital resources,
please address the following:

 Tell us separately  the amount of cash and cash equivalents, the amount of short -term
investments and the amount of trading assets held by your foreign subsidiaries at
December 29, 2012 and at March 30, 2013.

 Tell us whether in the last three years you have re -designated an y undistributed
earnings of non -U.S. subsidiaries from being permanently re -invested outside the U.S
to not being indefinitely reinvested and now available for use in the U.S.

 Tell us whether you currently have in place cash management and funding strat egies
that make cash held outside the U.S. available to fund the needs in the U.S. on a
short -term basis without being repatriated and being subject to U.S. taxes, and if so,
please describe them to us.

3. On page 38, you disclose that your commercial paper  program provides another source of
liquidity.

 Identify for us the caption on your statement of cash flows where you present cash
flows from these transactions.

 Tell us whether you undertake inter -company commercial paper transactions between
your U.S . subsidiaries and  your non -U.S. subsidiaries and if so, tell us the gross
amounts of these transactions in each of the last three years.

Form 10 -Q for the Quarterly Period Ended March 30, 2013

Management’s Discussion and Analysis of Financial Conditio n and Results of Operations

Overview, page 30

4. We note from page 31  and from your first quarter earnings release disclosure relating to
write -offs of your Haswell product inventory prior to qualification for sale, which you
expect to get back throughout the rest of the year as the product qualifies for sale and you
begin shipping to customers.

Mr. Stacy J. Smith
Intel Corporation
May 3, 2013
Page 3

 Explain to us the circumstances that led to your Haswell inventory being written -off
prior to the product qualifying for sale.
 Tell us how you are accounting for your Haswell products, both prior to and after
qualification for sal e.
 Cite the accounting literature upon which you relied and explain how you applied that
literature to your facts and circumstances.

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 related 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 con tact me at (202) 551 -3528 .

       Sincerely,

       /s/ Amanda Ravitz

       Amanda Ravitz
       Assistant Director