SEC Comment Letter for INTEL CORP (INTC) (CIK 0000050863) (INTC) — May 29, 2013
INTEL CORP (INTC) (CIK 0000050863)
Date: May 29, 2013 · CIK: 0000050863 · Accession: 0000000000-13-029109
AI Filing Summary & Sentiment
Reasoning
Referenced dates: March 29, 2013, May 3, 2013
Letter
May 28, 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 rev iewed your response dated May 15 , 2013 and filings 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 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 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 responses to pri or comment 5 of our letter dated March 29, 2013 and prior comment 2 of our letter dated May 3, 2013 which indicated that more than half of your cash and cash equivalents, short -term investments and trading assets is held by your foreign subsidiaries. Give n the significance of the cash and cash equivalents held at your foreign subsidiaries as well as the fact that a majority of your short -term investments and a substantial percentage of your trading assets are held at foreign subsidiaries, in future filings , to provide investors with a clearer understanding of the company’s overall liquidity position, please revise your proposed disclosure to include the amounts of, or a
Mr. Stacy J. Smith Intel Corporation May 28, 2013 Page 2
measure (e.g., percentage of the reported balance sheet amounts) of , your cash and cash equivalents, short -term investments, and trading assets held at non -U.S. entities. Please quantify the amount of your cash and cash equivalents, short -term investments and trading assets held by your foreign subsidiaries that is available for repatriation to the U.S. and indicate, if true, that applicable taxes have been accrued.
2. Further, to the extent that there are any concentrations of cash and cash equivalents, short -term investments or trading assets in any one or more particular foreign jurisdiction s, please include a quantified discussion of these concentrations and any related risks to your liquidity position.
3. In future filings, please revise the accounting policy note of your financial statements to clearly describe the instruments you include as cash equivalents on your balance sheet.
Form 10 -Q for the Quarterly Period Ended March 30, 2013
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 30
4. Further to your response to prior comment 4, while we note that you only account for the post-PRQ Haswell units as inventory, please cite the accounting literature upon which you relied in determining how to account for the pre -PRQ Haswell units. Tell us whether you considered the guidance in FASB ASC 73 0-10-55-1 and 55 -2 in your accounting. Explain to us why you expense the costs related to these units. Describe to us in more detail the stage of completion/development of these pre -PRQ units and whether they are preproduction prototypes or whether the un its have gone into an early phase of commercial production.
5. In that regard, while we note your response regarding the uncertainty of the product qualifying for PRQ, your disclosure states that during the second quarter of fiscal 2013 your gross margin will be favorably impacted by approximately two percentage points as additional platform variations of Haswell qualify for sale and you begin selling previously written -off inventory. If you expect to be able to sell this “inventory,” then please explain why you believe that it is appropriate to write off the cost in the first quarter.
Mr. Stacy J. Smith Intel Corporation May 28, 2013 Page 3
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 comme nts 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 contact me at (202) 551 -3671.
Sincerely,
/s/ Martin James
Show Raw Text
May 28, 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 rev iewed your response dated May 15 , 2013 and filings 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 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 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 responses to pri or comment 5 of our letter dated March 29, 2013 and prior
comment 2 of our letter dated May 3, 2013 which indicated that more than half of your
cash and cash equivalents, short -term investments and trading assets is held by your
foreign subsidiaries. Give n the significance of the cash and cash equivalents held at your
foreign subsidiaries as well as the fact that a majority of your short -term investments and
a substantial percentage of your trading assets are held at foreign subsidiaries, in future
filings , to provide investors with a clearer understanding of the company’s overall
liquidity position, please revise your proposed disclosure to include the amounts of, or a
Mr. Stacy J. Smith
Intel Corporation
May 28, 2013
Page 2
measure (e.g., percentage of the reported balance sheet amounts) of , your cash and cash
equivalents, short -term investments, and trading assets held at non -U.S. entities. Please
quantify the amount of your cash and cash equivalents, short -term investments and
trading assets held by your foreign subsidiaries that is available for repatriation to the
U.S. and indicate, if true, that applicable taxes have been accrued.
2. Further, to the extent that there are any concentrations of cash and cash equivalents,
short -term investments or trading assets in any one or more particular foreign
jurisdiction s, please include a quantified discussion of these concentrations and any
related risks to your liquidity position.
3. In future filings, please revise the accounting policy note of your financial statements to
clearly describe the instruments you include as cash equivalents on your balance sheet.
Form 10 -Q for the Quarterly Period Ended March 30, 2013
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 30
4. Further to your response to prior comment 4, while we note that you only account for the
post-PRQ Haswell units as inventory, please cite the accounting literature upon which
you relied in determining how to account for the pre -PRQ Haswell units. Tell us whether
you considered the guidance in FASB ASC 73 0-10-55-1 and 55 -2 in your accounting.
Explain to us why you expense the costs related to these units. Describe to us in more
detail the stage of completion/development of these pre -PRQ units and whether they are
preproduction prototypes or whether the un its have gone into an early phase of
commercial production.
5. In that regard, while we note your response regarding the uncertainty of the product
qualifying for PRQ, your disclosure states that during the second quarter of fiscal 2013
your gross margin will be favorably impacted by approximately two percentage points as
additional platform variations of Haswell qualify for sale and you begin selling
previously written -off inventory. If you expect to be able to sell this “inventory,” then
please explain why you believe that it is appropriate to write off the cost in the first
quarter.
Mr. Stacy J. Smith
Intel Corporation
May 28, 2013
Page 3
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
comme nts 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 contact me at (202) 551 -3671.
Sincerely,
/s/ Martin James
Martin James
Senior Assistant Chief Accountant