SecProbe.io

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 June 26, 2025

David Zinsner
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 28, 2024
 Filed January 31, 2025
 File No. 000-06217
Dear David Zinsner:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
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CORRESP
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 Document June 12, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street NE Washington, D.C. 20549 Attn:     Andi Carpenter     Kevin Stertzel      Re:    Intel Corporation         Form 10-K for the Fiscal Year Ended December 28, 2024 Filed January 31, 2025 File No. 000-06217 Dear Ms. Carpenter and Mr. Stertzel, Intel Corporation (“Intel,” “we,” or “us”) received the comment letter dated June 2, 2025, from the staff of the Division of Corporation Finance (“Staff”), and the following represents our responses to the Staff’s comments. For your ease of reference, we have included your original comments below and have provided our responses after each comment. Form 10-K for the Fiscal Year Ended December 28, 2024 Management's Discussion & Analysis Critical Accounting Estimates, page 30 1.      We note the Critical Accounting Estimates section of your document refers readers to certain financial statement footnotes. Please note, the critical accounting estimates section of MD&A is intended to highlight those financial statement items that require significant management estimates and judgement. Your disclosure should provide comprehensive and meaningful disclosure which considers the following: •      the method(s) used to determine critical accounting estimates; United States Securities and Exchange Commission Division of Corporation Finance June 12, 2025 Page 2 •      the accuracy of past estimates or assumptions; •      the extent to which the estimates or assumptions have changed; •      the drivers that affect variability; and •      which estimates or assumptions are reasonably likely to change in the future. Refer to the guidance in SEC Release No. 33-10890 and Item 303(b)(3) of Regulation S-K. Please note that Instruction 3 to Item 303(b) states that critical accounting estimates should supplement but not duplicate the description of accounting policies or other disclosures in the notes to the financial statements. Include expanded disclosures in future filings and provide us with your proposed disclosure enhancements as part of your response. Response: We acknowledge the Staff’s comment requesting that we expand our critical accounting estimates disclosure appearing in management’s discussion and analysis of financial condition and results of operations (MD&A) to address those financial statement items that require significant management estimates and judgment pursuant to Item 303(b)(3) of Regulation S-K. In our forthcoming Quarterly Report on Form 10-Q for the second quarter of 2025 (“Q2 Form 10-Q”) and future Form 10-K filings, instead of cross-referencing an enhanced discussion appearing in our financial statement footnotes, we will expand our critical accounting estimates disclosure within MD&A to include qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting estimate has had or is reasonably likely to have on our financial condition or results of operations to the extent the information is material and reasonably available. In consideration of the Staff’s comment, we expect to include in the MD&A section of our Q2 Form 10-Q a discussion of critical accounting estimates substantially as set forth below. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with US GAAP, which requires us to make certain estimates, judgments and assumptions that can affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time such estimates, judgments and assumptions are made. To the extent that there are differences United States Securities and Exchange Commission Division of Corporation Finance June 12, 2025 Page 3 between these estimates, judgments or assumptions and actual results, our financial statements could be affected. We have critical accounting estimates in the areas of inventories, property, plant and equipment, goodwill, and loss contingencies. The discussion provided below supplements the significant accounting policies disclosures provided within Note 2 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 . ▪ Inventories — inventory is valued at the lower of cost or net realizable value and includes assumptions about future demand and market conditions. The valuation of inventory requires us to estimate obsolete and excess inventory, as well as inventory that is not of saleable quality. We use a demand forecast to develop our short-term manufacturing plans to enable consistency between inventory valuations and build decisions. Significant assumptions and estimates, which evolve each forecast cycle, that are utilized in our demand forecast and obsolete and excess inventory reserves process include: • customer and product-related factors, including a review of our customer base, the stage of the product life cycle, including limitations to demand forecasting for new products with minimal historical data, variations in market pricing, and an assessment of selling price in relation to product cost; • market and economic factors, including cyclical changes in market conditions, the introduction of new or alternative products in the marketplace, and the associated pricing environment; and • other factors, including tariff and export controls. Each reporting period, we compare our demand forecast estimate to work-in-process and finished goods inventory levels to determine the amount, if any, of obsolete or excess inventory, which would be reflected in cost of sales and result in a negative impact to our gross margin in that period. If our assumptions and estimates for our demand forecast materially fluctuate and we fail to adjust manufacturing output accordingly or such assumptions and estimates are materially inaccurate, the related obsolete and excess inventory reserves can be materially impacted and result in reduced inventory values for products that we estimate have substantial sales risk. Our estimates for obsolete and excess inventory reserves were materially consistent with actual results in the first half of fiscal 2025, in fiscal 2024 and in fiscal 2023; however, our assumptions and estimates are inherently uncertain, and our gross margin would be adversely affected if future demand is less favorable than forecasted. ▪ Property, plant and equipment —at least annually, we evaluate the period over which we expect to recover the economic value of our property, plant, and United States Securities and Exchange Commission Division of Corporation Finance June 12, 2025 Page 4 equipment, considering factors such as the process technology cadence between node transitions, changes in machinery and equipment technology, and re-use of machinery and tools across each generation of process technology. As we make manufacturing process conversions and other factory planning decisions, we use assumptions involving the use of management judgments regarding the remaining useful lives of assets, primarily process-specific semiconductor manufacturing tools and building improvements. When we determine that the useful lives of assets are shorter or longer than we had originally estimated, we adjust the rate of depreciation to reflect the assets' revised useful lives. In fiscal 2024, we evaluated our current process technology node capacities relative to projected market demand for our products and services, and concluded that our manufacturing asset portfolio, primarily for our Intel 7 process node, exceeded manufacturing capacity requirements, which resulted in us shortening the useful lives of certain placed-in-service equipment and recording accelerated depreciation charges of $992 million. In fiscal 2023, we determined that the estimated useful lives of certain production-related machinery and equipment should be increased from 5 to 8 years and, when compared to the estimated useful life in place as of the end of 2022, we estimated this change increased gross margin in 2023 by approximately $2.5 billion and decreased R&D expense by approximately $400 million. We also estimated that, as of December 30, 2023, the change decreased ending inventory values by approximately $1.3 billion. Our property, plant and equipment are subject to periodic impairment reviews. Factors that we consider in deciding when to perform an impairment review include significant changes or planned changes in our use and fungibility of certain property, plant and equipment, significant under-performance of a business or product line in relation to expectations for which property, plant and equipment relate, and significant negative industry or economic trends. To perform an impairment review, our property, plant and equipment are grouped and evaluated for impairment at the lowest level of identifiable cash flows, which requires management judgment to form asset groupings and to estimate expected cash flows that are attributable to asset groupings, among other factors. If an indicator of impairment is identified at the asset grouping level, we measure the recoverability of the assets by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows arising from the use of that asset grouping. If an asset grouping carrying value is not determined to be recoverable through this undiscounted cash flows analysis, the asset grouping is considered to be impaired. The resulting charge is classified to expense, which is typically to cost of sales in a similar manner as the corresponding depreciation expense and results in a negative impact to our gross margin in that period. In fiscal 2024, we determined certain property and equipment, which had not yet been placed in service, exceeded our projected capacity requirements and incurred a charge of $2.3 billion. United States Securities and Exchange Commission Division of Corporation Finance June 12, 2025 Page 5 ▪ Goodwill — We perform an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. We have eight reporting units with allocated goodwill, which generally align to our operating segments. We reevaluate our identified reporting units annually or when triggered, such as upon reorganization of our operating segments or due to business reasons that result in material changes as to how our reporting units are organized and managed. Impairment assessments may be qualitative or quantitative in nature. A quantitative assessment is required if we determine, based on a qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying value, or if there are material changes to the structure of our reporting units. The reporting unit's carrying value used in an impairment assessment represents the allocation of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash, investments, and debt. While a substantial majority of our allocable assets, primarily property, plant and equipment, are attributable to our Intel Foundry reporting unit, that reporting unit has no remaining allocated goodwill. Our qualitative assessment considers industry and market considerations, overall financial performance, and other relevant events and factors affecting our reporting units or Intel as a whole. More specifically, qualitative factors may include a sustained decrease in our consolidated market capitalization or one of our reporting units’ market capitalization relative to each’s respective net book value; significant company specific actions, including changes to the structure of our reporting units; and current, historical or projected deterioration of our financial performance. We may also perform a quantitative analysis to support the qualitative factors by applying sensitivities to assumptions and inputs used in measuring a reporting unit's fair value. Our quantitative impairment assessment considers both the income approach and the market approach to estimate a reporting unit's fair value. The income approach estimates fair value using discounted future cash flows for a reporting unit primarily using the following major assumptions and inputs: revenue, based on assumed market segment growth rates and our assumed market segment share; estimated costs; and appropriate discount rates based on a reporting unit's weighted average cost of capital. Our quantitative impairment assessment is sensitive to changes in underlying estimates and assumptions, the most sensitive of which is the discount rate. The major inputs and assumptions used in estimating discounted cash flows are derived from historical data, various internal estimates, and a variety of external sources, which are similar to those used in our business planning and forecasting processes. We test the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. Our estimates and assumptions are inherently uncertain and change United States Securities and Exchange Commission Division of Corporation Finance June 12, 2025 Page 6 over time based on operating results, market conditions, and other factors and could materially affect the determination of the fair value and potential goodwill impairment for each reporting unit. The market approach estimates fair value using financial multiples and transaction prices of comparable companies. To corroborate our fair value conclusions, we combine the estimated fair values for all reporting units and perform a market capitalization reconciliation as of the goodwill assessment date to validate the reasonableness of the implied control premium. In the fourth quarter of 2024, as a part of our annual goodwill impairment assessment, we determined that the estimated fair value of each reporting unit substantially exceeded the assigned carrying value, with the exception of one reporting unit with a significant amount of assigned goodwill: Mobileye. In the third quarter of 2024, we recognized a non-cash goodwill impairment charge of $2.8 billion, substantially all of which related to our Mobileye reporting unit, as the estimated fair value of the reporting unit was lower than the assigned carrying value. As of June 28, 2025, our Mobileye reporting unit had $8.2 billion in recorded goodwill. Mobileye’s market capitalization has increased substantially since the third quarter of 2024 and, while no additional impairment was recognized within the first half of 2025, we continue to closely monitor the Mobileye reporting unit’s financial performance, business forecasts, and market capitalization. [As of June 28, 2025, the estimated fair value of the Mobileye reporting unit substantially exceeded the carrying value]. Should our estimates change based on Mobileye’s operating results, market conditions, or other factors in our forecast, including changes in the discount rate, the Mobileye reporting unit may become subject to further impairment in future periods. For example, a 1% increase in the discount rate would have resulted in an additional impairment of our Mobileye reporting unit’s goodwill of approximately $1.5 billion in the third quarter of 2024. ▪ Loss contingencies —we are subject to loss contingencies, including various legal and regulatory proceedings, asserted and potential claims, liabilities related to repair or repl

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 June 2, 2025

David Zinsner
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 28, 2024
 Filed January 31, 2025
 File No. 000-06217
Dear David Zinsner:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 28, 2024
Management's Discussion & Analysis
Critical Accounting Estimates, page 30

1. We note the Critical Accounting Estimates section of your document
refers readers to
 certain financial statement footnotes. Please note, the critical
accounting estimates
 section of MD&A is intended to highlight those financial statement items
that require
 significant management estimates and judgement. Your disclosure should
provide
 comprehensive and meaningful disclosure which considers the following:

 the method(s) used to determine critical accounting estimates;
 the accuracy of past estimates or assumptions;
 the extent to which the estimates or assumptions have changed;
 the drivers that affect variability; and
 which estimates or assumptions are reasonably likely to change in
the future.
 June 2, 2025
Page 2

 Refer to the guidance in SEC Release No. 33-10890 and Item 303(b)(3) of
Regulation
 S-K. Please note that Instruction 3 to Item 303(b) states that critical
accounting
 estimates should supplement but not duplicate the description of
accounting policies
 or other disclosures in the notes to the financial statements. Include
expanded
 disclosures in future filings and provide us with your proposed
disclosure
 enhancements as part of your response.
2. We note you have sustained goodwill impairment charges in fiscal year
2024. In
 addition, we note that your auditor has included Goodwill Impairment
Assessment as
 a critical audit matter in their audit opinion. We further note
significant continuing
 impairment indicators such as the carrying value of your net assets
substantially
 exceeding your market capitalization at December 28, 2024. Please expand
your
 critical accounting estimates disclosure to include a discussion of your
estimates and
 assumptions pertaining to goodwill, beyond your disclosures included in
Note 11 on
 page 83. Your disclosures should identify the number of reporting units
where
 goodwill is allocated and tested for impairment. Additionally, indicate
whether the
 fair value substantially exceeds book value for all reporting units at
the date of your
 most recent test. If the fair value of any reporting unit does not
substantially exceed
 book value, identify the reporting unit and provide the following:

 the percentage by which fair value exceeded carrying value at the
date of the most
 recent test;
 the amount of goodwill allocated to the reporting unit;
 a detailed description of the methods and key assumptions used and
how the key
 assumptions were determined;
 a discussion of the degree of uncertainty associated with the
assumptions; and
 a description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.

 Please include expanded disclosures in future filings and provide us
with your
 proposed disclosure enhancements as part of your response.
Notes to Consolidated Financial Statements
Note 3 - Operating Segments, page 68

3. We note your disclosure in the penultimate paragraph on page 69 which
states "our
 CODMs do not regularly review or receive discrete asset information by
operating
 segment". Given your significant investments in Intel Foundry in recent
years, please
 clarify to us what you mean by "discrete asset information" and confirm
your CODMs
 do not receive total asset information by segment. If your CODMs do not
receive and
 review total asset information by segment, disclose the reason
therefore, refer to ASC
 280-10-50-26.
 June 2, 2025
Page 3

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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Acceleration Request

 May 8, 2018

VIA EDGAR AND ELECTRONIC MAIL

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Intel Corporation

Registration Statement on Form S-4 (File No. 333-224473)

Ladies and Gentlemen:

 This letter is sent on
behalf of Intel Corporation (the “Company”) in connection with the above-referenced Registration Statement on Form S-4 (File No. 333-224473)
(the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to
Rule 461 promulgated under the Securities Act, the Company hereby respectfully requests that the effective time of the Registration Statement be accelerated to 4:30 p.m., Eastern Time, on May 9, 2018 or as soon thereafter as practicable.

 Should you have any questions regarding this request, please contact Stewart L. McDowell of Gibson, Dunn & Crutcher LLP at (415)
393-8322 or Sean Sullivan of Gibson, Dunn & Crutcher LLP at (415) 398-8275.

Very truly yours,

/s/ Ravi Jacob

 Ravi Jacob

 Vice President and
Treasurer

cc:
Stewart L. McDowell, Gibson, Dunn & Crutcher LLP

 Sean Sullivan, Gibson,
Dunn & Crutcher LLP

 [Signature Page to Acceleration Request]

Mail Stop 3030
May 7, 2018

Via E -mail
Robert H. Swan
Executive Vice President and Chief Financial Officer
Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95054

Re: Intel Corporation
  Registration Statement on Form S-4
Filed  April 27, 2018
  File No.  333-224473

Dear Mr. Swan :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Stewart McDowell, Esq.
 Gibson, Dunn & Crutcher LLP

Mail Stop 3030

May 15, 2017
Via E -mail
Robert H. Swan
Executive Vice President and Chief Financial Officer
Intel Corp oration
2200 Mission College Boulevard
Santa Clara, California   95054 -1549

Re: Intel Corp oration
 Form 10-K for the  Fiscal Year Ended December 31, 2016
Filed February 17, 2017
File No. 000-06217

Dear Mr. Swan :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
       Office of Electroni cs and Machinery

CORRESP
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		Document

May 1, 2017

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Mail Stop 3030

Washington, D.C. 20549

Attn: Amanda Ravitz, Assistant Director

Re:    Intel Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 17, 2017

File No. 000-06217

Dear Ms. Ravitz,

Intel Corporation (”Intel”, “we”, or “us”) has received the comment letter dated April 17, 2017 from the staff of the Division of Corporation Finance (“Staff”), and the following represents our response to the Staff’s comments. For your ease of reference, we have included your original comments below and have provided our responses after each comment.

Form 10-K for the Fiscal Year Ended December 31, 2016 (“2016 Form 10-K”)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Comment No. 1

Data Center Group, page 35

Please revise future filings to clarify the relative amounts of growth attributable to the markets you identify, whether any markets served by this segment materially offset such growth and the reasons underlying those changes. For example, please revise future filings to disclose the relative amounts of growth related to “cloud service provider and communication service provider market segment” and the offsetting impact caused by other markets served by this segment, and the reasons those markets changed. We note, in this regard, management’s statements during its 4th quarter earnings call regarding the percentage growth in cloud and communication, the decline in enterprise and government and reasons for the growth in cloud and decline in enterprise. Please also refer to your response to comment 2 in your letter to us dated April 23, 2013.

Response to Comment No. 1

We acknowledge the Staff’s comment requesting additional clarification and explanation of the relative amounts of growth attributable to markets we identify and whether any markets served by this segment materially offset such growth. On page 31 of the MD&A of the Form 10-Q that we filed on April 27, 2017 (“Q1’17 Form 10-Q”), we provided enhanced disclosure regarding the growth of the markets served by the Data Center Group.  This enhanced disclosure is consistent with the information management provided in our earnings calls and related material.  We will provide disclosure in future filings consistent with the manner in which we analyze and explain material trends in this segment’s business.

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA  95054

www.intel.com

United States Securities and Exchange Commission

Division of Corporation Finance

May 1, 2017

Page 2

Comment No. 2

Internet of Things Group, page 37

Please revise future filings to provide a clear and quantified discussion of the underlying material causes of changes in the results you disclose. We note that your current disclosure refers to general causes such as “higher IOTG platform unit sales” and “higher IOTG platform average selling prices,” but does not explain the reasons for these changes or quantify how each factor contributed to the period over period increases. Additionally, if, as indicated in management’s 4th quarter earnings call, the changes to which you refer were driven primarily by specific markets served by this group, please revise to clarify the markets driving those changes and any material offsetting impact in other markets.

Response to Comment No. 2

We acknowledge the Staff’s comment requesting clear and quantified explanations over the material trends and factors affecting our IOTG operating segment. On page 31 of the MD&A of the Q1’17 Form 10-Q, we quantified the impacts to revenue from changes in IOTG platform unit sales and average selling prices. This enhanced disclosure will be consistent with the information management provided in our earnings calls and related material. We will provide other information that may be material or otherwise useful to users of our financials, such as changes in our financial performance driven by specific markets served by IOTG, to the extent identifiable and reasonably quantifiable.

Comment No. 3

Provision for Income Taxes, page 41

We note the discussion of the decrease in your effective tax rate due to a higher proportion of income generated in lower tax jurisdictions each period. We also note the growing impact of non-U.S. income taxed at different rates on your effective tax rate disclosed in Note 8 to your financial statements. In future filings please revise this section to explain the impact of non-U.S. lower taxed jurisdictions on your effective tax rate, including a discussion of the primary taxing jurisdictions where your foreign earnings are derived, the location of tax holidays and the relevant statutory rates in those jurisdictions. Discuss any uncertainties relating to the income tax rates or benefits you currently receive in those jurisdictions. Refer to Item 303(a)(3) of Regulation S-K.

Response to Comment No. 3

We derive a significant portion of our earnings in non-U.S. jurisdictions, many of which have statutory rates that are favorable to the U.S. statutory tax rate. Our non-U.S. income before taxes has increased each year from 2014 through 2016. As a result, our non-U.S. earnings, as a proportion of worldwide earnings, have grown significantly in recent years, reaching approximately 46% of worldwide income before taxes in 2016, as compared to approximately 38% and 27% in 2015 and 2014, respectively.  The non-U.S. earnings growth resulted in a growing impact of non-U.S. income taxed at different rates.

In future filings, we will enhance our income tax footnote to include a discussion of: (i) the primary taxing jurisdictions where our foreign earnings are derived, (ii) the location of tax holidays, (iii) the relevant statutory rates in those jurisdictions, and (iv) the risk of material uncertainties relating to the income tax rates or benefits that we currently receive in those jurisdictions.

**********

United States Securities and Exchange Commission

Division of Corporation Finance

May 1, 2017

Page 3

If you have further comments that you would like to have addressed prior to such future filings, please let us know. If you have any questions, you may contact Kevin McBride, Vice President of Finance and Corporate Controller at (971) 215-1229, or Ronald Mueller at Gibson, Dunn & Crutcher at (202) 955-8671.

Sincerely,

/s/ Robert H. Swan

Robert H. Swan

Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

Intel Corporation

cc:

 Audit Committee of the Board of Directors of Intel Corporation

Steven R. Rodgers, Executive Vice President and General Counsel

Suzan A. Miller, Vice President, Deputy General Counsel and Corporate Secretary

Mail Stop 3030

April 1 7, 2017
Via E -mail
Robert H. Swan
Executive Vice President and Chief Financial Officer
Intel Corp oration
2200 Mission College Boulevard
Santa Clara, California   95054 -1549

Re: Intel Corp oration
 Form 10-K for the  Fiscal Year Ended December 31, 2016
Filed February 17, 2017
File No. 000-06217

Dear Mr. Swan :

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not be lieve our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 7.   Management’s Discussion and Analysis . . ., page 28

Data Center Group, page 35

1. Please revise future filings to clarify the relative amounts of growth attributable to the
markets you identify, whether any markets served by this segment materially offse t such
growth and the reasons underlying those changes.   For example, please revise future
filings to disclose the relative amounts of growth related to “cloud service provider and
communication service provider market segment” and the offsetting impact c aused by
other markets served by this segment, and the reasons those markets changed.  We no te,
in this regard, management ’s statements during its 4th quarter earnings call regarding the
percentage growth in cloud and communication, the decline in enterpri se and government

Robert H. Swan
Intel Corporation
April 1 7, 2017
Page 2

 and reasons for the growth in cloud and decline in enterprise.  Please also refer to your
response to comment 2 in your letter to us dated April 23, 2013.

Internet of Things Group, page 37

2. Please revise future filings to provide a clea r and quantifi ed discussion of the underlying
material causes of changes in the results you disclose. We note that your current
disclosure refers to general causes such as “higher IOTG platform unit sales” and “higher
IOTG platform average selling prices,”  but does not explain the reasons for these changes
or quantify how each factor contributed to the period over period increases.  Additionally,
if, as indicated in management’s 4th quarter earnings call, the changes to which you refer
were driven primarily  by specific markets served by this group, please revise to clarify
the markets driving those changes and any material offsetting impact in other markets.

Provision for Income Taxes, page 41

3. We note the discussion of the decrease in your effective tax rate due to a higher
proportion of income generated in lower tax jurisdictions each period. We also note the
growing impact of non -U.S. income taxed at different rates on your effective tax rate
disclosed in Note 8 to your financial statements. In future f ilings please revise this section
to explain the impact of non -U.S. lower taxed jurisdictions on your effective tax rate,
including a discussion of the primary taxing jurisdictions where your foreign earnings are
derived, the location of tax holidays and t he relevant statutory rates in those
jurisdictions.  Discuss any uncertainties relating to the income tax rates or benefits you
currently receive in those jurisdictions.  Refer to Item 303(a)(3) of Regulation S -K.

We remind you that the company and its man agement are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review,  comments, action or absence of
action by the staff.

You may contact Kristin Lochhead  at (202) 551 -3664  or Brian Cascio, Accounting
Branch Chief, at (202) 551 -3676  if you have questions regarding comments on the financial
statements and re lated matters.  Please contact Geoff Kruczek , Special Counsel,  at (202) 551 -
3641  or me at (202) 551 -3528 with any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
       Office of Electronics and Machinery

Mail Stop 3030
September 11, 2015

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 27, 2014
Filed February 13, 2015
File No. 000-06217

Dear Mr. Smith :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and a ll applicable rules require.

Sincerely,

 /s/Brian Cascio

Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery

CORRESP
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August 13, 2015

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Mail Stop 6010

Washington, D.C. 20549

Attn: Brian Cascio, Accounting Branch Chief

Re:

Intel Corporation

Form 10-K for the Fiscal Year Ended December 27, 2014

Filed February 13, 2015

Form 10-Q for the Fiscal Quarter Ended March 28, 2015

Filed April 27, 2015

File No. 000-06217

Dear Mr. Cascio:

In connection with Intel Corporation's  ("Intel", "Company", "we", or "us") Forms 10-Q and 10-K filed with the Securities and Exchange Commission (the "Commission") as referenced above, we are writing in furtherance of our response letter dated July 2, 2015 in response to the comment letter dated June 4, 2015 from the staff of the Division of Corporation Finance ("Staff").  The following information confirms and elaborates upon the information discussed in our conference call on July 28, 2015 with the Staff and staff from the Office of the Chief Accountant. For ease of reference, we have set forth your comments below and have provided our responses after each comment.

Comment No. 1

Explain the structure and product lines of the mobile business in 2014 and how the structure and product lines changed in the restructuring at the beginning of 2015.

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA  95054

www.intel.com

United States Securities and Exchange Commission

Division of Corporation Finance

August 13, 2015

Page 2

Response to Comment No. 1

During 2013, after Brian Krzanich was appointed as our new Chief Executive Officer, he focused on aligning the Company's organizational structure to his strategy.  As a result, the Company was reorganized, creating a single mobile operating segment, the Mobile Communications Group (MCG), in the first quarter of 2014.  MCG was responsible for platforms designed for a broad range of tablet devices and phones as well as wireless connectivity for these mobile devices.  The wireless connectivity products included WiFi technologies as well as our modem technologies (2G, 3G) and development of our next-generation LTE.  During 2014, MCG was managed by a single segment manager (Herman Eul) and the operating segment results were reviewed by our Chief Operating Decision Maker (CODM), Mr. Krzanich.  Please note that MCG was determined to be a reportable segment based on the quantitative tests in ASC 280-10-50-12 during the first quarter of 2014.

Over the remainder of 2014, our customers' products and product roadmaps continued to evolve with the introduction of new computing devices designed to meet end consumer usage demands.  As a result of feedback on our platforms and processes from our customers who integrate our components into computing devices, we determined that our customers preferred a common platform that could scale across multiple consumer products (phablets, tablets, two-in-ones, notebooks and laptops), as opposed to the multiple platforms offered by our MCG segment and our Personal Client Computing Group (PCCG) segment.  This would allow customers to reduce their time and cost to introduce new products to the market and increase manufacturing flexibility to adapt production to consumer demand. At that time we also determined that maintaining separate MCG and PCCG platform development, sales and support organizations was overly complex and not cost efficient for us.

As a direct result of these developments in the consumer products marketplace and feedback from our customers, late in 2014, management announced organizational and platform roadmap changes.  PCCG and MCG were reorganized into one operating segment called Client Computing Group (CCG) under Kirk Skaugen, who was the former segment manager for PCCG. This reflected a shift in the Company's strategy to:  (i) have a single platforms that address multiple consumer market segments; and (ii) achieve a higher level of integration for our platforms, including our modem technology.  As a result of this reorganization, our platforms being designed for performance tablets, which resided in MCG, were merged with our notebook business, which resided in PCCG, resulting in a merged platform roadmap for notebooks and performance tablets.  Additionally, our low-end tablet and phone platforms as well as our modem products were combined into one business under CCG.  We believe these changes have now aligned our platforms to deliver the capabilities for multiple entry points in the market as well as satisfy our customers' desire for platforms that can scale across multiple device categories.  This new organizational structure was implemented in the first quarter of 2015.

United States Securities and Exchange Commission

Division of Corporation Finance

August 13, 2015

Page 3

Comment No. 2

Describe the structure of the Client Computing Group (CCG) segment, its business units, and the products under each business unit.

Response to Comment No. 2

The CCG Segment has three primary businesses with each General Manager reporting directly to Kirk Skaugen.  These are:

1)

Mobility Client Platform Group managed by Navin Shenoy, which includes platforms sold for notebooks, 2 in 1 systems, connectivity products and performance tablets;

2)

Desktop Client Platform Group managed by Gregory Bryant, which includes desktop platforms; and

3)

Intel Communications and Devices Group managed by Aicha Evans, which includes modem communication products and Sofia Products (low-end tablet and phone platforms).

These businesses are supported by centralized product, platform, software and customer engineering teams managed by Mr. Skaugen within CCG.

Comment No. 3

Describe how Kirk Skaugen manages the CCG segment and how resource allocation decisions are made for the business units within that segment, and the extent to which the CODM provides input on those decisions.

Response to Comment No. 3

Mr. Skaugen, as manager of the CCG segment, makes specific product level investment decisions in order to achieve the profit and investment goals outlined by the CODM.  Mr. Skaugen seeks input from his product line general managers, but he is the final decision maker for investment priority across all businesses within CCG.   As noted in our response to Comment No. 2, each of the business general managers within CCG report directly to Mr. Skaugen who manages the entire segment as a single portfolio, but is not accountable for managing related manufacturing capacity.  As discussed in our June 4, 2015 comment letter response, the core of our products (the CPU) share a single microprocessor architecture and we offer functionality delineations through an array of features, performance, and power levels.  CCG provides inputs to corporate-level support organizations such as engineering, manufacturing or sales and marketing, but does not direct their specific levels of investment.

United States Securities and Exchange Commission

Division of Corporation Finance

August 13, 2015

Page 4

Our CODM provides guidance and direction to each of the operating segments, including the CCG operating segment, on profit and investment goals.  While the CODM on an ad hoc basis may ask for additional information on the businesses' products, he does not receive or regularly review information on the individual businesses' profitability.  Further, our CODM does not make decisions nor allocate resources to the individual businesses within CCG.  Instead, our CODM allocates resources to CCG based on regular reviews of the CCG operating segment results.

Comment No. 4

Describe the discrete financial information provided to Kirk Skaugen for the three CCG business units and describe how it is used for managing the business units.  Tell us the measure of profitability used by Kirk Skaugen in managing the three business units.

Response to Comment No. 4

Mr. Skaugen reviews the operating results of each of the businesses on a quarterly basis (or more frequently when information is available). The operating results includes revenue details, product margin and gross margin, and details of operating expenses.  Operational income statements are prepared for each of the businesses.  While certain of the operating expenses may be specific to an individual business within CCG, much of our investment in operating expenses is shared across the operating segments and therefore across CCG's businesses.  Shared costs, such as development of each new generation of our microprocessor architecture, are allocated to each of the businesses on a proportional basis.  Since all products are on a common design architecture, CCG is able to utilize a centralized R&D engineering group and technology manufacturing group to design, test, and manufacture its components products. These shared resources enable us to leverage common intellectual property and proprietary process technology across the components in R&D and manufacturing process.

Much of the investment to develop the microprocessor architecture is shared between the businesses.  Therefore operating profit for each of the businesses generally is not viewed as a meaningful metric as investment trade-offs would not be made between the businesses given that they all rely on the single architecture for their platforms.  Key operating metrics used by Mr. Skaugen on a regular basis includes revenue and unit growth and progress toward product margin goals.

United States Securities and Exchange Commission

Division of Corporation Finance

August 13, 2015

Page 5

Comment No. 5

Describe the CCG financial information, if any, regularly provided to the CODM for the three CCG business units.

Response to Comment No. 5

The CODM is regularly provided operating results (revenue, gross margin, operating expenses and operating profit) for the CCG operating segment in total. For the three businesses within CCG, our CODM regularly reviews volume, average selling prices and revenue for each of the primary market segments in which our platforms are sold (notebook, desktop, tablet and phone).  However, our CODM does not review operating profit results for the individual businesses within CCG.  As described in our response to Comment No. 4 above, the segment manager reviews the operating results of the three businesses within CCG.

Comment No. 6

We note references in the first and second quarter earnings call that the company is on track to achieving the improved mobility profitability goal of $800 million, but in discussions with the Staff the $800 million goal was referred to as a segment goal.  Please clarify the reference to the $800 million segment goal.

Response to Comment No. 6

Prior to the formation of CCG, the Company articulated a goal of $800 million of improvement in operating margins for the MCG operating segment for calendar year 2015.  Given our stated goal prior to the reorganization and interest by investors and analysts in our ability to achieve efficiencies as we focus on platforms designed for the mobile market, we have during our earnings calls (for both the first and second quarters of 2015), continued to speak to our progress on the "mobile profitability goal" which was formerly focused on the MCG operating segment.  As discussed above in our responses to Comments No. 1 and No. 2, the former MCG operating segment no longer exists, and the components of the prior operating segment now reside in separate businesses within CCG.  As a result, in order to be able to report to investors and analysts on the goal, CCG measures specific savings goals within its business groups which are aligned to our previously stated goal associated with the $800 million improvement. Given that the MCG operating segment no longer exists, we track our progress against the previously stated goal by way of a manual, excel-based process which includes estimates and allocations.  This metric is reviewed by Mr. Skaugen as the CCG segment manager and progress against the goal is communicated to the CODM.

United States Securities and Exchange Commission

Division of Corporation Finance

August 13, 2015

Page 6

********

As requested by the Staff, we acknowledge that:

·

we are responsible for the adequacy and accuracy of the disclosure in the 2014 Form 10-K and March 2015 Form 10-Q;

·

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

·

Intel 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.

We appreciate the productive discussions and the opportunity to address your comments. If you have any questions, you may contact DawnDee Hankel, External Reporting Controller at (971) 215-6872, or Ronald Mueller at Gibson, Dunn & Crutcher at (202) 955-8671.

Sincerely,

/s/ Stacy J. Smith

Stacy J. Smith

Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

Intel Corporation

cc:

Audit Committee of the Board of Directors of Intel Corporation

Steven R. Rodgers, Senior Vice President and General Counsel

Suzan A. Miller, Vice President, Deputy General Counsel and Corporate Secretary

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July 2, 2015

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Mail Stop 6010

Washington, D.C. 20549

Attn: Brian Cascio, Accounting Branch Chief

Re:

Intel Corporation

Form 10-K for the Fiscal Year Ended December 27, 2014

Filed February 13, 2015

Form 10-Q for the Fiscal Quarter Ended March 28, 2015

Filed April 27, 2015

File No. 000-06217

Dear Mr. Cascio,

Intel Corporation ("Intel", "we", or "us") has received the comment letter dated June 4, 2015 from the staff of the Division of Corporation Finance ("Staff"), and the following represents our response to the Staff's comments. For your ease of reference, we have included your original comments below and have provided our responses after each comment. We appreciate the ten day extension you graciously provided for us to provide our responses.

Form 10-K for the Fiscal Year Ended December 27, 2014

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Comment No. 1

Mobile and Communications Group, page 39

You disclose that the $1.2 billion decrease in Mobile and Communications Group revenue in 2014 arose from higher cash consideration paid to customers and lower phone component sales partially offset by higher tablet platform unit sales. To help us better understand your disclosure please quantify for us the impact on revenues of lower prices, including the impact of cash consideration paid to customers, and offsetting higher unit sales. In light of the apparent significance of the offsetting components of price and volume in 2014, explain to us how your disclosure considers the guidance about known trends from Item 303(a)(3)(ii) of Regulation S-K.

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA  95054

www.intel.com

United States Securities and Exchange Commission

Division of Corporation Finance

July 2, 2015

Page 2

Response to Comment No. 1

We acknowledge the Staff's comment regarding quantifying the impact on revenues of lower prices, including the impact of cash consideration paid to customers, and offsetting higher unit sales. As requested by the Staff, the following supplemental information quantifies the revenue drivers discussed in our Form 10-K for the fiscal year ended December 27, 2014 filed on February 13, 2015 ("2014 Form 10-K"):

For 2014, our management identified growing our presence in the tablet market as a strategic objective and set a sizable goal of selling over 40 million tablet platforms. Our platform offering for tablets in 2014 was not optimized for the tablet market and therefore customers who chose to integrate Intel's platform were required to incur a higher bill of materials due to purchasing of third party components (i.e., memory subsystem, power management subsystem, etc.) in order to maintain the same level of functionality as compared to our competitors' offerings. In order to offset a portion of our customers' costs associated with choosing the Intel platform offering, we supplemented the higher incremental cost by offering cash consideration to our customers. Our management believes the cash consideration to our customers is temporary in nature and is not indicative of a material trend. We currently expect to phase out the cash consideration program as we bring an optimized platform to the tablet market.

Our management routinely evaluates the financial impact of growing our presence in the tablet market based on the net impact to gross margin as opposed to the revenue impact from higher unit sales. We believe that our gross margin discussion in our Management's Discussion and Analysis of Financial Condition for our Consolidated Results of Operations of our 2014 Form 10-K allows users of the financial statements to understand the quantitative impact of cash consideration paid to customers as well as higher costs of sales associated with higher tablet unit sales. Our management continues to believe this is the most meaningful metric for understanding the temporary nature of these measures based on information presently available, as viewed by management.

Conversely, in our mature markets, we measure the impact to revenue based on the percentage change in unit sales and average selling prices based on comparison to the prior year comparable period. Instead of providing a comparison of offsetting effects (which we deemed less meaningful because of the expected temporary nature of our cash consideration provided to customers), management focused on their impacts upon gross margin. Accordingly, in the 2014 Form 10-K, we disclosed the quantified impact to gross margin as management viewed such information as the most appropriate metric to inform the reader of the impact to our financial results.

In future filings, we will enhance our disclosure to quantify offsetting discrete events, to the extent material, that can be identified based on their impact to revenue.

United States Securities and Exchange Commission

Division of Corporation Finance

July 2, 2015

Page 3

Item 8. Financial Statements

Comment No. 2

Note 26. Operating Segments and Geographic Information, page 113

We note that in 2015 you reorganized your business to combine the PC Client Group segment and Mobile and Communications Group segment to form a new Client Computing Group (CCG) operating segment. We also note that your pre- and post- reorganization segments each include numerous product platforms. To help us better understand how you apply FASB ASC Topic 280 in identifying reportable segments and how the business reorganization lead to the revised segment reporting structure, please respond to the following for both pre- and post-reorganization:

·

Tell us the title and describe to us the role of each of the individuals who report to the Chief Operating Decision Maker (CODM).

·

Please identify and describe to us the role of each of your segment managers.

·

Describe to us the information regularly provided to the CODM and how frequently it is prepared.

·

Similarly, describe to us the financial information provided to the Board and how frequently it is prepared.

·

Explain to us how budgets are prepared, who approves the budget at each step of the process and describe the level of detail discussed at each step.

·

Tell us how often the CODM meets with his staff to discuss variances between actual and budgeted results.

·

Describe the level of detail communicated to the CODM when actual results differ from budgets and clarify who is involved in meetings with the CODM to discuss budget variances.

·

Describe the basis for determining segment manager compensation.

Response to Comment No. 2

As the Staff noted in Comment No. 2 above, in November 2014, Intel announced the implementation of a new operating structure, which merged the tablet, phone and modem business from our Mobile and Communications Group (MCG) with the PC Client Group (PCCG) organization, forming the Client Computing Group (CCG). CCG is responsible for all aspects of the full client computing market and our customer and partner relationships. The new structure reflects our strategy to address all aspects of the client computing market segment and utilizes our intellectual property to offer compelling solutions for a wide range of end-user devices. As the platform designs for these end-user devices converge, the new operating structure is designed to ensure that we are able to respond to market demand and provide a more coordinated approach to customers, as well as reduce costs and increase efficiencies by combining competing product roadmaps targeted for the client computing market segment. Additionally, the CCG design and research and development work will be performed by a pooled group of resources benefiting all CCG platforms.

United States Securities and Exchange Commission

Division of Corporation Finance

July 2, 2015

Page 4

As part of the reorganization, the roles of the former PCCG and MCG segment managers have been combined into a single CCG segment manager. The responsibilities of a segment manager involve leading a global organization, managing major customer and partner relationships, influencing product design roadmaps, interfacing with key suppliers, as well as managing their individual segment budgets, and identifying, prioritizing and executing on strategic projects in order to meet or exceed their segment performance goals. Individual segment manager role descriptions are more fully described in Exhibit A attached hereto. The graphic shown below represents our operating segments prior to the reorganization as well as after:

Our CODM

Based on the factors set forth in ASC 280-10-50-5, Intel's Chief Operating Decision Maker ("CODM") is our CEO, Brian Krzanich. Mr. Krzanich is responsible for making resource allocation decisions and setting performance metrics for all of our segment managers and functional group managers (e.g. sales and marketing, manufacturing, engineering, finance, and administration groups). He maintains regular contact with our segment managers for our material businesses, discussing operating activities, financial results, forecasts, and plans. Mr. Krzanich's direct reports and organizational reporting structure are depicted in Exhibit B, which exhibit we are delivering to the Staff supplementally under Rule 12b-4 of the Securities Exchange Act of 1934, as amended.

In May 2013, we created an Executive Office comprised of both our CEO (CODM) and our President, Renee James. Please be advised that, although Intel's President has been part of the Executive Office, the President reports to the CEO and decisions about the allocation of resources reside with the CEO. The Executive Office does not function as a management committee. The CEO (CODM) effectively controls the Executive Office and has complete decision making authority regarding allocation of resources to the operating segments. On July 2, 2015, Intel announced that Ms. James will depart Intel in January 2016, and accordingly the Executive Office structure is no longer in use at this time.

United States Securities and Exchange Commission

Division of Corporation Finance

July 2, 2015

Page 5

Please also be advised that Exhibits A and B to this response include the title and role description as well as the organizational structure of the CEO's (CODM's) direct reports and further designates whether such individuals are a segment manager (and indicates which roles have been added or removed post-formation of the CCG, which was first announced in November in 2014 and made effective beginning in the first quarter of 2015).

Resource allocation decisions are typically made as part of the annual budget cycle and performance metrics related to our operating segments and segment managers are primarily encompassed in our annual incentive cash plan. These annual cycles are described below. Our CEO (CODM) reviews financial information on a bi-monthly, quarterly, and semi-annual basis. The primary processes used to review information correspond to Intel's financial close and financial planning cycles. Thereafter, our Board of Directors performs a higher level financial review aligned with Intel's financial close and financial planning cycles. The information regularly reviewed by each includes the following:

Information Regularly Provided thru:

Financial Close

Financial Plan

BOD Financial Review Package

BOD Financial Review Package

Audit Committee Financial Review

Frequency:

Quarterly

Semi Annually

~bi-monthly BOD mtgs

Quarterly

Quarterly

Provided to:

CODM

BOD

CODM

BOD

CODM

BOD

CODM

BOD

CODM

Audit Committee

Forecasted Consolidated Income Statements

P

P

P

P

P

P

Consolidated Income Statements

P

P

P

P

P

Consolidated Gross Margin Analysis

P

P

P

Operating Segment Revenue

P

P

P

P

P

P

P

P

Operating Segment Operating Profit

P

P

P

P

P

P

Platform Product Revenue

P

P

P

P

P

While the timing and types of information reviewed during our financial close and financial planning cycles have remained consistent pre- and post-reorganization, the segment information included in these cycles now reflects the CCG operating segment whereas previously segment results for both PCCG and MCG operating segments were provided.

Annual Budget Cycle

Strategic Business Plan

Intel's budget cycle for the following fiscal year begins in July each year. External market trends are incorporated into the planning cycle and initial product group business plans are utilized to set product roadmaps. These roadmaps are then used to build a spending profile for the business, including sizing of additional market opportunities and potential revenue growth. Each segment manager then presents their proposed three year business plan to the CEO (CODM) for discussion and approval.

Operating Segment and Functional Group Budgets

In September of each year, input and feedback from executive management is incorporated into product roadmaps and initial targets are communicated to the operating segment finance groups and general managers as part of our zero-based budget planning process. The individual segment managers and their finance controllers further distribute budget targets to the business unit level groups within their operating segment. Detail-level budgets are developed by the finance organizations, and the

United States Securities and Exchange Commission

Division of Corporation Finance

July 2, 2015

Page 6

resulting initial targets are utilized to determine projects that will not be funded. Operating segment managers then set product level business plans and conduct reviews including the following: (i) overall profitability of their operating segment, (ii) project level spending plans (both headcount and spending profiles) and (iii) plan for disinvestment of projects that are no longer supported as part of the corporate strategy. Segment managers review these detail-level budgets and propose their annual plan to the CEO (CODM) in November.

Annual Budget Reviews with CODM

"PLAN reviews" are a set of meetings during which the CEO (CODM) reviews the consolidated Intel business plan as well as the annual plans presented by each operating segment manager and functional group manager. The consolidated business plan for the following fiscal year involves not only a review of the consolidated income statement (revenue, gross margin, spending and overall profitability), but also involves strategic investment decisions or targeted budget reduction decisions that will need to be made with each of the respective operating segment and functional group managers during the PLAN review meetings.

During the PLAN review meetings, operating segment managers are expected to present their plan for the business including any new product investments, disinvestments or budget shortfalls that would place the operating segments' product roadmap at risk. These presentations contain operating segment revenue, gross margin, spending (both direct as well as indirect allocations from functional groups) as well as a measure of operating segment profitability. A prioritized list of projects under our zero-based budgeting model, including associated costs, as well as identification of whether such projects are no longer funded, is also provided. Additionally, revenue and operating profit for business units may be provided at the segment manager's discretion as part this annual review although such information is not reviewed on a regular basis as part of the financial close process. Segment managers are given individual segment budgets for total operating expense spending that may be allocated between their business unit divisions. Once approved by the CEO (CODM), a final summary of the PLAN budget for the next fiscal year is reviewed by the Board.

Quarterly Budget Reviews

Each quarter in preparation for the quarterly earnings rele

June 4, 2015

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 27, 2014
Filed February 13, 2015
Form 10 -Q for the Fiscal Quarter Ended March 28, 2015
Filed April 27, 2015
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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 27, 2014

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31

Mobile and Communications Group, page 39

1. You disclo se that the $1.2 billion decrease in Mobile and Communications Group
revenue in 2014 arose from higher cash consideration paid to customers and lower phone
component sales partially offset by higher tablet platform unit sales.  To help us better
understand  your disclosure please quantify for us the impact on revenues of lower prices,
including the impact of cash consideration paid to customers, and offsetting higher unit
sales.  In light of the apparent significance of the offsetting components of price and

Mr. Stacy J. Smith
Intel Corporation
 June 4, 2015
Page 2

 volume in 2014, explain to us how your disclosure considers the guidance about known
trends from Item 303(a)(3)(ii) of Regulation S -K.

Item 8.  Financial Statements

Note 26.  Operating Segments and Geographic Information, page 113

2. We note that in 2015  you reorganized your business to combine the PC Client Group
segment and Mobile and Communications Group segment to form a new Client
Computing Group operating segment.   We also note that your pre - and post -
reorganization segments each include numerous pr oduct platforms.   To help us better
understand how you apply FASB ASC Topic 280 in identifying reportable segments and
how the business reorganization lead to the revised segment reporting structure, please
respond to the following for both pre - and post -reorganization:

 Tell us the title and describe to us the role of each of the individuals who report to
the Chief Operating Decision Maker (CODM).
 Please identify and describe to us the role of each of your segment managers.
 Describe to us the information regularly provided to the CODM and how
frequently it is prepared.
 Similarly, describe to us the financial information provided to the Board and how
frequently it is prepared.
 Explain to us how budgets are prepared, who appr oves the budget at each step of
the process and describe the level of detail discussed at each step.
 Tell us how often the CODM meets with his staff to discuss variances between
actual and budgeted results.
 Describe the level of detail communicated to the  CODM when actual results
differ from budgets and clarify who is involved in meetings with the CODM to
discuss budget variances.
 Describe the basis for determining segment manager compensation.

3. In the description of your business under “Products” and “Products and Product Strategy
by Operating Segment” you describe numerous products and platforms; however, we do
not see product line disclosure in the notes to your financial statements.   Explain to us
your consideration of the guidance from FASB ASC 280 -10-50-40.

Form 10 -Q for the Fiscal Quarter Ended March 28, 2015

Results of Operations – First Quarter of 2015 compared to First Quarter of 2014

Client Computing Group, page 34

4. We note that you cite several factors in describing the overall decrease in net revenue for
the CCG operating segment during the first quarter of 2015.  Please quantify for us the

Mr. Stacy J. Smith
Intel Corporation
 June 4, 2015
Page 3

 impact on revenues of each of the factors cited in the disclosure.  Also, quantify for us the
impact on revenues from changes in prices and changes i n volume during the quarter.  To
enhance an investor’s understanding, please revise the discussion in future filings to
include this information.

5. We note the CCG segment is approximately 60% of your revenues and includes
numerous products and product pl atforms as described in your filings.  However, we see
that your discussion does not provide quantification to clarify the underlying composition
of the segment’s revenues or to quantify concentrations from any particular product or
product platform.  Acco rdingly, in future filings, please revise the section to quantify the
components of the segment’s revenues.

6. We see that CCG operating income decreased by $437 million which was driven by $499
million of lower gross margin.  We also note that gross margin was positively impacted
by $260 million of lower factory start -up costs.  Please revise future filings to provide
further clarity of the underlying reasons for the significant decline in gross margin,
considering the offsetting impact of the lower factory start-up costs.  Further, revise
future filings to explain how the 8% decrease in revenues contributed to such a
significant decrease in gross margin.  Provide us with your proposed disclosure.

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 compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
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.

Mr. Stacy J. Smith
Intel Corporation
 June 4, 2015
Page 4

 You may contact Kristin Lochhead at (202) 551 -3664  or Gary Todd,  Senior  Accountant ,
at (202) 551 -3605  if you have questions regarding comments on the financial statements and
related matters.   Please contac t Jay Mumford  at (202) 551 -3637  or Geoff Kruczek , Senior
Attorney , at (202) 551 -3641 with any other questions.

Sincerely,

 /s/Gary Todd for

Brian Cascio
Accounting Branch Chief

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June 20, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Mail Stop 6010

Washington, D.C.  20549

Attn:  Martin James, Senior Assistant Chief Accountant

Re:

Intel Corporation

Form 10-K for the 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. James,

We have received your comment letter dated May 28, 2013, and the following are our responses to your comments.  For your ease of reference, we have included your original comments below and have provided our responses after each comment.

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

Comment No. 1

We note your responses to prior 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. Given 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 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

United States Securities and Exchange Commission

Division of Corporation Finance

June 20, 2013

Page 2

that is available for repatriation to the U.S. and indicate, if true, that applicable taxes have been accrued.

Response to Comment No. 1

In future filings, we will provide a disclosure that is similar to the following:

As of [Quarter End Month, 20xx], $x.x billion of our cash and cash equivalents, short-term investments and trading assets is held by our non-U.S. subsidiaries. Of the $x.x billion held by our non-U.S. subsidiaries, approximately $x.x billion is available for use in the U.S. without incurring additional U.S. income taxes in excess of the amounts already accrued in our financial statements as of [Quarter End Month, 20xx]. The remaining amount of non-U.S. cash and cash equivalents, short-term investments and trading assets has been indefinitely reinvested and, therefore, no U.S. current or deferred taxes have been accrued and this amount is earmarked for near-term investment in our operations outside the U.S. and future acquisitions. We believe our U.S. sources of cash and liquidity are sufficient to meet our business needs in the U.S. and do not expect that we will need to repatriate the funds we have designated as indefinitely reinvested outside the U.S.  Under current tax laws, should our plans change and we were to choose to repatriate some or all of the funds we have designated as indefinitely reinvested outside the U.S, such amounts would be subject to U.S. income taxes and applicable non-U.S. income and withholding taxes.

Comment No. 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 jurisdictions, please include a quantified discussion of these concentrations and any related risks to your liquidity position.

Response to Comment No. 2

We do not have any concentrations of cash and cash equivalents, short-term investments and trading assets in any one or more non-U.S. jurisdiction that would result in a material impact to our liquidity and capital resources. To the extent that we identify such a concentration in the future we will provide the requested disclosure in future filings.

United States Securities and Exchange Commission

Division of Corporation Finance

June 20, 2013

Page 3

Comment No. 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.

Response to Comment No. 3

We will include the following disclosure as a separate accounting policy in our next Form 10-K filing:

Cash Equivalents

We consider all highly liquid debt investments with original maturities from the date of purchase of approximately three months or less as cash equivalents. Cash equivalents can include the following instruments: e.g. bank deposits, commercial paper, government bonds, money market fund deposits, and reverse repurchase agreements.  See “Note x: Fair Value” for the instruments held as cash equivalents as of December xx, 20xx and December xx, 20xx.

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

Comment No. 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 730-10-55-1 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 pre-production prototypes or whether the units have gone into an early phase of commercial production.

Comment No. 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.

United States Securities and Exchange Commission

Division of Corporation Finance

June 20, 2013

Page 4

Response to Comments No. 4 and No. 5

In Management’s Discussion and Analysis, we made the following statement about expectations for our gross margin percentage:

Q2 2013 gross margin percentage is expected to be approximately two percentage points higher when compared to Q1 2013 as additional platform variations of our next-generation microarchitecture are expected to qualify for sale, resulting in lower platform inventory write-offs as well as sales of previously written-off inventory.

Our use of “expected” highlights this as a forward looking statement and as such our actual results could differ materially from this expectation. For simplicity and plain English communication with our investors, we have referenced the period costs incurred on pre-production units as “inventory write-offs.” In future filings, we will reference these expenses as “non-qualified product costs” or “pre-qualification manufacturing costs”, depending on the context.

The following overview of our product development life cycle and the accounting we consistently apply will describe the nature of these units, the associated accounting for the costs of these units, and how ASC 730-10-55-1 and 55-2 are considered in our accounting.

Overview of product development lifecycle and associated accounting

Intel has a product development lifecycle that corresponds with substantive engineering milestones.  These engineering milestones are regularly and consistently applied in assessing the points at which our activities, and associated costs, change in nature from research and development (R&D) to cost of sales, and when a product qualifies for recognition as inventory.

R&D Expense

Intel applies ASC 730-10-55-1, Research and Development, when the types of activities within our product development lifecycle are R&D.  Examples of the types of activities performed include, but are not limited to, conceptual formulation and design of possible product or process alternatives and the design, construction, and testing of pre-production prototypes and models.  Costs incurred during this phase are recognized as R&D expense in the period incurred. Haswell conceptual design, conceptual formulation of manufacturing process alternatives, architectural layout, and pre-production prototype costs incurred from 2009 to 2012 are examples of these types of activities. Our engineering milestone to transition from R&D expense to cost of sales is the point at which we have the first full set of fabrication masks which allow us to produce our first set of wafers in our manufacturing facilities. A full set of fabrication masks enables us to produce complete test wafers to conduct further engineering follow-through and other activities in our product development lifecycle in preparation for commercial production.

Cost of Sales Expense

Intel applies ASC 730-10-55-2 when our product development lifecycle activities and related costs are in the post R&D phase. Examples of the types of activities performed include, but are not limited to, engineering follow-through prior to commercial production and production start-up. Examples of start-

United States Securities and Exchange Commission

Division of Corporation Finance

June 20, 2013

Page 5

up activities include opening a new manufacturing facility, introducing a new platform, or initiating a new process in an existing facility. These costs no longer qualify under GAAP as R&D activities and therefore are recognized as period costs within cost of sales until we determine the product meets the inventory requirements under ASC 330-10-20, Inventory. We evaluate whether the product qualifies as inventory by whether it has achieved our engineering milestone, “product release qualification”, or PRQ, the process of meeting our rigorous technical quality specifications.

Once our products reach the early phase of commercial production within our product development lifecycle, we produce minimum quantities of engineering samples.  Our engineers use these samples to evaluate whether the product meets certain technological requirements.  When our engineers conclude that the modifications have addressed the product requirements and specifications and the results support moving closer to a saleable product, the early phase of commercial development moves to risk production starts, or “risk starts.” In our history, we have experienced risk starts that failed to reach PRQ. In these cases, the risk starts were scrapped, and the new platform variation required a redesign.

We employ risk production starts in order to achieve our time–to-market strategy. This strategy allows us to quickly bring a high volume of product to market when the product functions according to its intended specifications and is available to sell to our customers. To effectively compete in our industry, our planning processes, product launch timing and customer communications require that we forecast future product PRQ. Despite this forecast, we still have substantive engineering events that must occur in the weeks prior to PRQ. There is no guarantee we will reach PRQ without having to scrap the risk starts and modify our manufacturing flow or product design.

Inventory

We apply ASC 330-10-20, Inventory, to determine the point at which our products meet the characteristics of inventory; that is, the product is held for sale in the ordinary course of business or is in the process of production for such sale.  The inventory accounting literature does not include comprehensive bright lines regarding when production costs become inventoriable.  We have consistently used our product development lifecycle and identified PRQ as the point at which our product costs become inventoriable.  At PRQ, the product meets Intel's qualification requirements, and is ready for commercial shipment and typically supported by the applicable Intel warranty agreements and customer presentable documentation.

PRQ is the point in our manufacturing flow when we value product as inventory for multiple reasons, including:

·

Intel’s product salability criteria are met.

·

Industry standards require a low product failure rate.

·

Inability to correct manufacturing defects due to the serial nature of our manufacturing process.

·

Quality failures can lead to substantial costs to the company.

In order to clarify the classification and treatment of our pre-production costs in our next 10-K filing, we will modify our inventory accounting policy to state the following:

United States Securities and Exchange Commission

Division of Corporation Finance

June 20, 2013

Page 6

Inventories

We compute inventory cost on a first-in, first-out basis. Costs incurred to manufacture our products are included in the valuation of inventory in the quarter in which a product meets the technical criteria to qualify for sale to customers and thereafter. Prior to qualification for sale, costs that do not meet the criteria for research and development are included in cost of sales in the period incurred.

Treatment of Haswell Pre-PRQ risk starts

As described above, the costs we incur for manufacturing risk starts prior to the period in which a product reaches PRQ are recognized as a period cost within cost of sales.  As a result, over time we consistently have variations in our gross margin percentage in the periods before and after a PRQ event. To help users of our financial statements understand our results we communicate through our earning release and periodic filings the gross margin impact of costs incurred prior to and after a product reaches PRQ.  We also subsequently explain how actual results differ from expectations we have communicated.

As of March 30, 2013, there were significant engineering milestones remaining before the Haswell platform variations would reach PRQ. Therefore, under our policy, it was appropriate to expense these Haswell Pre-PRQ costs as cost of sales as the units did not meet the definition of inventory as described above. As noted above, in future filings we will reference expenses in this situation as “non-qualified product costs” or “pre-qualification manufacturing costs” instead of the more general term of expenses that we “write off.”

United States Securities and Exchange Commission

Division of Corporation Finance

June 20, 2013

Page 7

**********

As requested by the staff, we acknowledge that:

·

we are responsible for the adequacy and accuracy of the disclosure in the 2012 Form 10-K and the Form 10-Q for the quarterly period ended March 30, 2013;

·

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.

We have sought to respond to all of your comments, and where indicated above, will be incorporating disclosure in future filings.  If you have further comments that you would like to have addressed prior to that filing, please let us know.  If you have any questions, you may contact Kevin McBride, External Reporting Controller at (971) 226-3987 or Ronald Mueller at Gibson, Dunn & Crutcher, at (202) 955-8671.

Sincerely,

/s/ Stacy J. Smith

Stacy J. Smith

Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

Intel Corporati

June 20, 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 completed our review of your filings.  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secu rities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules re quire.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
       Assistant Director

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

CORRESP
1
filename1.htm

    corresp.htm

CONFIDENTIAL

FOR INFORMATION OF SEC STAFF ONLY

Confidential Treatment Requested by Intel Corporation

Pursuant to 17 C.F.R. § 200.83

For a Portion of This Letter Described Below

May 15, 2013

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Mail Stop 6010

Washington, D.C.  20549

Attn:  Amanda Ravitz, Assistant Director

Re:

Intel Corporation

Form 10-K for the 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 Ms. Ravitz,

We have received your comment letter dated May 3, 2013, and the following are our responses to your comments.  For your ease of reference, we have included your original comments below and have provided our responses after each comment.

Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of our response below.  We request that these portions, as indicated by **, be maintained in confidence, not be made part of any public record and not be disclosed to any person as they contain confidential information, disclosure of which would cause Intel competitive harm.  In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, we respectfully request that we be notified immediately so that we may further substantiate this request for confidential treatment.  Please address any notification of a request for access to such documents to the undersigned with a copy to Cary Klafter, Vice President, Corporate Legal and Corporate Secretary, Intel Corporation, 2200 Mission College Blvd., mail stop RNB4-151, Santa Clara, CA  95054.

United States Securities and Exchange Commission

Division of Corporate Finance

May 15, 2013

Page 2

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

Comment No. 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 lower 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 the U.S., tell us the percentage of your total consolidated revenues earned by your subsidiaries in those jurisdictions, separately quantifying any revenues from intercompany or affiliate transactions.

Response to Comment No. 1

While a majority of our income before taxes continues to come from U.S. entities, our ratio of non-U.S. income before taxes to U.S. income before taxes has increased each year from 2010 through 2012 resulting in an increased benefit in our effective tax rate in 2011 compared to 2010 and in 2012 compared to 2011. We disclosed this trend by stating on page 35 of our Form 10-K for the Year Ended December 29, 2012 that “we generated a higher percentage of our profits from lower tax jurisdictions in 2012 compared to 2011”. The lower tax jurisdictions referred to in this statement are all outside of the U.S. and the reference to “profits” is a reference to income before taxes. This statement discussing the year-over-year  trend is consistent with the information provided on page 87, which shows that the percentage of our income before tax from non-U.S. sources was higher in 2012 (at 32%) compared to 2011 (at 18%).

The information on page 87 reflects the amount of our total income before taxes earned in non-U.S. jurisdictions. The nature and operations of our individual subsidiaries is highly varied (e.g., manufacturing, R&D, or sales entities). The revenues generated by our subsidiaries will not have an obvious correlation with the associated profits of those entities absent an exhaustive explanation of the entities’ nature and operations. Therefore, quantification of revenues for subsidiaries in non-U.S. jurisdictions or quantification of revenues from intercompany transactions will not provide a meaningful basis to understand the company’s current expense or distribution of income before taxes between U.S. and non-U.S. jurisdictions.

United States Securities and Exchange Commission

Division of Corporate Finance

May 15, 2013

Page 3

** Confidential Treatment Request

Pursuant to 17 CFR § 200.83

by Intel Corporation

Comment No. 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 trading 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 any 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 strategies 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.

Response to Comment No. 2

Set forth below is the amount of cash and cash equivalents, the amount of short-term investments and the amount of trading assets held by our foreign subsidiaries at December 29, 2012 and at March 30, 2013.

(In billions)

December 29, 2012

March 30, 2013

Cash and Cash Equivalents

[**]

[**]

Short-term investments

[**]

[**]

Trading Assets

[**]

[**]

Total

[**]

[**]

As noted in our previous response to Comment No. 4, [**] billion of the [**] billion held by non-U.S. subsidiaries as of December 29, 2012 (approximately [**] billion of the [**] billion as of March 30, 2013) has not been indefinitely reinvested and is generally available for use in the U.S. without incurring additional U.S. income taxes in excess of the amounts already accrued in our financial statements as of December 29, 2012.

In the last three years we have not re-designated any undistributed earnings of non-U.S. subsidiaries from being permanently re-invested outside the U.S to not being indefinitely reinvested and available for use in the U.S.

We do not have any cash management or funding strategies 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.

United States Securities and Exchange Commission

Division of Corporate Finance

May 15, 2013

Page 4

Comment No. 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.

Response to Comment No. 3

Commercial paper transactions are presented as financing activities in the line item “Increase (decrease) in short-term debt, net” on our statement of cash flows on page 47. In accordance with ASC 230-10, Statement of Cash Flows, we show these transactions on a net basis as the turnover is quick, the amounts are large, and the duration is short. If significant, we disclose the maximum annual borrowings under our commercial paper program in the Notes to Consolidated Financial Statements in our Financial Statements and in the Liquidity and Capital Resources section of our Management’s Discussion of Financial Condition and Results of Operations.

We do not undertake inter-company commercial paper transactions between our U.S. subsidiaries and our non-U.S. subsidiaries.

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

Comment No. 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.

·

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 sale.

·

Cite the accounting literature upon which you relied and explain how you applied that literature to your facts and circumstances.

United States Securities and Exchange Commission

Division of Corporate Finance

May 15, 2013

Page 5

Response to Comment No. 4

We apply ASC 330-10-20, Inventory, to determine the point at which our products meet the characteristics of inventory; the product is held for sale in the ordinary course of business or is in the process of production for such sale.

We manufacture hundreds of millions of advanced silicon platforms annually.  Each introduction of a new generation of platforms, such as Haswell and its variations, must meet rigorous technical quality specifications in order to be manufactured in high volume quantities and sold to our customers under our standard warranty. We refer to the process of meeting our rigorous technical quality specifications as “product release qualification”, or PRQ. Given the complexity of new product introductions and the uncertainty of new product introductions meeting our rigorous standards, we refer to pre-PRQ units as “risk starts.”  We will not sell risk starts to our customers under our standard warranties unless the units pass PRQ.  In our history, we have experienced occasions in which risk starts failed to reach PRQ, the risk starts were scrapped, and the new product introduction required a redesign. This rigorous process helps to protect the company and our shareholders from substantial warranty and product remediation costs that may be incurred if a defective product reaches the market.  Accordingly, our accounting policies require that our products pass PRQ in order to meet the characteristics of inventory.

The costs of our products prior to PRQ are recognized as a period cost until the products are qualified for sale. Costs incurred during the quarter in which a product passes PRQ and in subsequent quarters are recognized as inventory until sold.

In the quarter ended March 30, 2013, we had platform variations of Haswell products in various stages of production. Platform variations that met Intel’s PRQ and their costs in that quarter were recognized as inventory. The costs associated with platform variations that did not reach PRQ were recognized as a period cost. As the platform variations reach PRQ, costs incurred in the current accounting period are recognized as inventory. The Haswell inventory that was described in our Form 10-Q for the period ended March 30, 2013 as being written-off prior to the product qualifying for sale can also be described, from a technical accounting perspective, as period costs incurred on units not qualified for sale as they did not meet the definition of inventory per ASC 330-10-20.

As part of our planning processes we forecast when we believe a product will PRQ, which allows us to provide forward looking information to investors. The actual quarter a product meets PRQ has been different than our expectations and at times, risk starts do not pass PRQ. Accordingly, we provide the following risk factor in our disclosures in periods in which we have a new product introduction:

“The gross margin percentage could vary significantly from expectations based on variations in inventory valuation, including variations related to the timing of qualifying products for sale.”

**********

United States Securities and Exchange Commission

Division of Corporate Finance

May 15, 2013

Page 6

As requested by the staff, we acknowledge that:

·

we are responsible for the adequacy and accuracy of the disclosure in the 2012 Form 10-K and the Form 10-Q for the quarterly period ended March 30, 2013;

·

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.

We have sought to respond to all of your comments, and where indicated above, will be incorporating disclosure in future filings.  If you have further comments that you would like to have addressed prior to that filing, please let us know.  If you have any questions, you may contact Kevin McBride, External Reporting Controller at (971) 226-3987 or Ronald Mueller at Gibson, Dunn & Crutcher, at (202) 955-8671.

Sincerely,

/s/ Stacy J. Smith

Stacy J. Smith

Executive Vice President, Chief Financial Officer, Director of Corporate Strategy, and Principal Accounting Officer

Intel Corporation

cc:

Audit Committee of the Board of Directors of Intel Corporation

Cary Klafter, Vice President, Corporate Legal and Corporate Secretary

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

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CONFIDENTIAL

FOR INFORMATION OF SEC STAFF ONLY

Confidential Treatment Requested by Intel Corporation

Pursuant to 17 C.F.R. § 200.83

For a Portion of This Letter Described Below

April 23, 2013

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Mail Stop 6010

Washington, D.C.  20549

Attn:  Amanda Ravitz, Assistant Director

Re:

Intel Corporation

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

Filed February 19, 2013

File No. 000-06217

 Dear Ms. Ravitz,

We have received your comment letter dated March 29, 2013, and the following are our responses to your comments.  For your ease of reference, we have included your original comments below and have provided our responses after each comment.

Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of our response below.  We request that these portions, as indicated by **, be maintained in confidence, not be made part of any public record and not be disclosed to any person as they contain confidential information, disclosure of which would cause Intel competitive harm.  In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, we respectfully requests that we be notified immediately so that we may further substantiate this request for confidential treatment.  Please address any notification of a request for access to such documents to the undersigned with a copy to Cary Klafter, Vice President, Corporate Legal and Corporate Secretary, Intel Corporation, 2200 Mission College Blvd., mail stop RNB4-151, Santa Clara, CA  95054.

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

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

United States Securities and Exchange Commission

Division of Corporate Finance

April 23, 2013

Page 2

Comment No. 1

Results of Operations, page 30

We note that the percentage changes to average selling price and volume for your year ended December 31, 2011 disclosed 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, if the percentage changes related to your consolidated revenue are now different, please tell us the reasons why the percentage changes for your segments are the same.

Response to Comment No. 1

The percentage changes to average selling prices and unit sales in our response letter dated April 18, 2012 were related to our consolidated platform revenue and therefore included our reportable segments PC Client Group (PCCG) and Data Center Group (DCG) as well as our non-reportable other Intel architecture (other IA) operating segments.   When we implemented the expanded disclosures described in our April 18, 2012 letter, beginning with our Form 10-Q for the quarter ended June 30, 2012, we determined it more meaningful to analyze changes in average selling prices and units based upon our reportable segments, and accordingly set forth information on the effect of higher average selling prices on PCCG and DCG platform revenue.

This is consistent with our CFO commentary that is published with our quarterly earnings report.  In addition, it is also consistent with our expanded results of operations disclosures by operating segment as we disclose percentage changes to platform average selling prices and unit sales within our reportable segments.  Management believes that analyzing changes in average selling prices and units based upon our reportable segments provides the most meaningful basis to measure the results of our consolidated traditional businesses because these segments generated over 84% of our revenue and all of our operating profit in all periods presented in our Form 10-K for the fiscal year ended December 29, 2012.  We also continue to analyze identifiable qualitative and quantitative business drivers within our non-reportable other IA operating segments, and provide appropriate disclosure of such factors when determinable and meaningful to an understanding of the aggregated operating segments.

Comment No. 2

Data Center Group, page 32

Please tell us, and revise future filings to clarify, the reasons underlying the material changes to the line items you disclose. For example, your 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.

United States Securities and Exchange Commission

Division of Corporate Finance

April 23, 2013

Page 3

Response to Comment No. 2

As part of our regular annual product introductions, we launched a new generation of platforms in 2012.   These platforms provided our customers with a significant increase in performance and energy efficiency relative to previous generations and competitive offerings. Based on those performance advantages, customers purchased on average higher price point platforms in 2012 compared to 2011. Our platform average selling prices benefitted as a result.  Given the frequency of new platform introductions that are generally price point replacements, our financial systems do not systematically track and senior finance management does not review or analyze revenue for each generation of platforms. Therefore we are unable to quantify how much of the increase in average selling prices is related to our new platform offering versus other market conditions. We will refine our discussion and analysis in future filings to state, where appropriate, that “our platform average selling prices benefitted from the launch of our next generation server platforms, which provided our customers with a significant increase in performance and energy efficiency.”

When assessing the material changes in revenue we also look at the significant market segments that DCG serves and discuss the trends we observe in those market segments. These significant market segments include the enterprise, high performance computing, and cloud computing market segments. We identified the market segments that drove volume changes between 2011 and 2012 and will continue to do so in future filings.

We did not identify any additional reasons underlying the material drivers in our revenue and operating income line items.

Comment No. 3

Data Center Group, page 32

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.

Response to Comment No. 3

A platform is comprised of one or more microprocessors and other components to offer different platform configurations.  A microprocessor can have multiple independent central processing units on an individual chip referred to as cores.  A central processing unit processes system data and controls the devices in a system: it is the brains of a computer system.  Substantially all of our platforms, from a revenue perspective, are based upon one single microprocessor architecture design.  Said another way, the architecture of a microprocessor used to address the enterprise market segment within DCG is the same architecture as a microprocessor used to address the cloud computing market segment within DCG.  Because of these characteristics, our platforms make up a single class of products. Our platforms address different market segments primarily by varying the number of cores and other components.  Within DCG, we sell platform variations ranging from two cores up to ten

United States Securities and Exchange Commission

Division of Corporate Finance

April 23, 2013

Page 4

** Confidential Treatment Request

Pursuant to 17 CFR § 200.83

by Intel Corporation

cores. The prices for our platforms vary accordingly.  When we refer to “mix of products”, we are referring to the platform variations ranging from two to ten cores that are based on the same microprocessor architecture.

Our platforms can be analogized to an automobile.  The price of an automobile can vary significantly depending on the engine’s horsepower, and whether the consumer chooses a navigation system, leather seats, automatic transmission, etc.  We believe our single microprocessor architecture is analogous to the automobile, the number of cores on an individual microprocessor is analogous to the engine’s horsepower, and the other components that enhance the functionality and performance are analogous to the navigation system, leather seats, automatic transmission, etc. The variance in the pricing and features does not determine whether each product is a separate class of products.

Comment No. 4

Liquidity and Capital Resources, page 35

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 investments 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.

Response to Comment No. 4

As of December 29, 2012, $[**] billion of the $18.2 billion of cash and cash equivalents, short-term investments and trading assets is held by our foreign subsidiaries.  Included in the $[**] billion held by foreign subsidiaries is $[**] billion held by foreign subsidiaries for which earnings have been indefinitely reinvested and, therefore, no U.S. current or deferred taxes have been accrued and is earmarked for near-term investment in our operations outside the U.S. and future acquisitions. The remaining $[**] billion of the $[**] billion held by foreign subsidiaries has not been indefinitely reinvested and is generally available for use in the U.S. without incurring additional U.S. income taxes in excess of the amounts already accrued in our financial statements as of December 29, 2012.

Comment No. 5

Liquidity and Capital Resources, page 35

Further, as we note from pages 20 and 94 that the majority 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 your 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.

United States Securities and Exchange Commission

Division of Corporate Finance

April 23, 2013

Page 5

Response to Comment No. 5

In connection with the preparation of our 2012 Form 10-K, we considered the guidance in Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350, which requires us to identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in a material way. We did not disclose the amount of cash and cash equivalents, short-term investments and trading assets held outside of the U.S. because we determined it is not material to an understanding of our liquidity and capital positions.

We disclose in the Liquidity and Capital Resources section of our Management’s Discussion of Financial Condition and Results of Operations (pages 35 through 38) of our 2012 Form 10-K that cash generated by operations is our primary source of liquidity.  Consistent with the location of our significant wafer fabrication activities and our property, plant and equipment in the U.S., a majority of our income before taxes as well as cash generated by operations is from the U.S.   We respectfully refer you to Note 26 on page 87 for our disclosure of U.S. and non-U.S. income before taxes which shows that a majority of our earnings are also in the U.S.  While our non- U.S. subsidiaries do generate cash from operations, the U.S. sources of liquidity and cash generated from operations make up the majority of our overall liquidity sources and are sufficient to meet our business requirements in the U.S. including capital expenditures, working capital requirements; and potential dividends, common stock repurchases, and U.S.-based acquisitions or strategic investments.  Given the U.S. sources of our liquidity, and the fact (as discussed in response to Comment No. 4) that more than half of our cash and cash equivalents, short-term investments and trading assets were held in the U.S. or were available for use in the U.S. without incurring additional U.S. income taxes in excess of the amounts already accrued in our financial statements, we do not believe that the disclosure of the amounts of cash and cash equivalents as well as liquid investments that are not available for use in the U.S. as of December 29, 2012 is material to an understanding of our liquidity and capital resources.  We will continue to monitor on a quarterly basis the impact the amounts held by foreign subsidiaries has upon our liquidity and capital resources and will disclose such amounts in our future filings to the extent it becomes material to an understanding of our liquidity and capital resources.

As discussed in our response to Comment No. 4, it is our intent to indefinitely reinvest certain amounts of cash, cash equivalents, short-term investments and trading assets held by our foreign subsidiaries as of December 29, 2012 to fund investment in our non-U.S. business as discussed above.  It is impractical for us to compute the amount by which our income tax liability would increase if we were to undertake a hypothetical repatriation of some or all of these amounts, because there is a great deal of uncertainty with respect to determining the income tax consequences due to the various possible scenarios to achieve repatriation with different potential tax results; the complexity of computations; and level of assumptions needed for the computation.  However, as discussed above, our U.S. sources of cash and liquidity are sufficient to meet our business needs in the U.S. and our current plans for our U.S. operations do not demonstrate a need to repatriate the funds we have designated as indefinitely reinvested outside the U.S.

United States Securities and Exchange Commission

Division of Corporate Finance

April 23, 2013

Page 6

Unless cash, cash equivalents, short-term investments and trading assets held by our foreign subsidiaries becomes material to an understanding of our liquidity and capital resources, we propose to include the following disclosure in subsequent Management’s Discussion of Financial Condition and Results of Operations:

“While we have sources of cash that provide liquidity outside the U.S., our U.S. sources of cash and liquidity are sufficient to meet our business needs in the U.S. and our current plans do not demonstrate a need to repatriate the funds we have designated as indefinitely reinvested outside the U.S.  Under current tax laws, should our plans change and we were to choose to repatriate some or all of these undistributed earnings and other basis differences, such amounts would be subject to U.S. income taxes and applicable non-U.S. income and withholding taxes.”

Item 8. Financial Statements

Comment No. 6

Note 6. Available-for-Sale Investments and Cash Equivalents, page 5

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

May 29 , 2012

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

Re: Intel Corporation
 Form 10-K for the Year Ended December 31, 2011
Filed February 23, 2012
File No. 000 -06217

Dear Mr. Smith :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure s in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
       Assistant Director

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CONFIDENTIAL

FOR INFORMATION OF SEC STAFF ONLY

May 15, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Mail Stop 6010

Washington, D.C.  20549

Attn:  Amanda Ravitz, Assistant Director

Re:          Intel Corporation

Form 10-K for the Year Ended December 31, 2011

Filed February 23, 2012

File No. 000-06217

Dear Ms. Ravitz,

We have received your comment letter dated May 7, 2012.  We have included your original comment below and have provided our response after the comment.

Form 10-K for the year ended December 31, 2011

Comment No. 1

We note your response to prior comment 5. Please further discuss how you considered the microprocessor functionality delineations discussed on pages 3 and 13 in determining that all of your platforms constitute a single class of products under Regulation S-K Item 101(c)(1)(i).

Response to Comment No. 1

Our microprocessors–the central processing unit (CPU) of a computer system–process system data and control other devices within a computer system.  Over 90% of platform revenue generated from the microprocessors identified on page 3 is based upon a single microprocessor architecture.  Using this single microprocessor architecture, our platforms meet the end users’ computing needs by varying the chipset and number of microprocessors on the platform.  We can further enhance the functionality and performance of the platform with additional hardware, software and services.  We categorize our platforms, according to specific features and performance levels, by the brand names identified on page 3.  In summary, while we offer functionality delineations, the core of our products (the CPU) share a single microprocessor architecture and perform the same core processing functions.  That fact, coupled with the factors listed in our previous response, forms the basis of our opinion that our platforms are a single class of products.

 Intel Corporation

P.O. Box 58119

2200 Mission College Blvd.

Santa Clara, CA  95052-8119

(408) 765-8080 direct

www.intel.com

SEC Comment Letter May 2012 Response

United States Securities and Exchange Commission

Division of Corporate Finance

May 2012

Page 2

With respect to the risk factor on page 13, feature delineations enable us to serve multiple market segments.  We organize and manage our business by operating segments that serve these market segments.  The platforms that are based upon microprocessors identified on page 3 align with our reportable segments:  the PC Client Group reportable segment primarily includes platforms based on Intel Core i3, i5, i7 branded microprocessors and graphics, and the Data Center Group reportable segment primarily includes platforms based on Intel Xeon and Intel Itanium branded microprocessors.  We provide reportable segment revenue on page 5.

**********

As requested by the staff, we acknowledge that:

·

we are responsible for the adequacy and accuracy of the disclosure in the 2011 Form 10-K;

·

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.

SEC Comment Letter May 2012 Response

United States Securities and Exchange Commission

Division of Corporate Finance

May 2012

Page 3

If you have further comments, please let us know.  If you have any questions, you may contact Kevin McBride, External Reporting Controller at (971) 226-3987 or Ronald Mueller at Gibson, Dunn & Crutcher, at (202) 955-8671.

Sincerely,

/s/ Stacy J. Smith

Stacy J. Smith

Senior Vice President, Chief Financial Officer, and Principal Accounting Officer

Intel Corporation

cc:

Audit Committee of the Board of Directors of Intel Corporation

Cary Klafter, Vice President, Legal and Corporate Affairs and Corporate Secretary

SEC Comment Letter May 2012 Response

May 7, 2012
 Via Email

Mr. Stacy J. Smith Senior Vice President and Chief Financial Officer Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95054
Re: Intel Corporation
 Form 10-K for the Year Ended December 31, 2011
Filed February 23, 2012 File No. 000-06217

Dear Mr. Smith:
 We have reviewed your response dated Apr il 18, 2012 and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n 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 circum stances please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Management’s Discussion and Analysis . . ., page 23

 Results of Operations, page 29

 1. We note your response to prior comment 5.  Please further discuss how you considered
the microprocessor functionality delineations discussed on pages 3 and 13 in determining that all of your platforms c onstitute a single class of pr oducts under Regulation S-K Item
101(c)(1)(i).

Mr. Stacy J. Smith Intel Corporation May 7, 2012 Page 2

 You may contact Julie Sherman at (202) 551-3640 or Jay Webb at (202) 551-3603 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Geoff Kruczek at (202) 551-3641 or me  at (202) 551-3800 with any other questions.

Sincerely,
   /s/ Amanda Ravitz
Amanda Ravitz Assistant Director
  cc (by Email):  Ronald Mueller—Gibson Dunn & Crutcher

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CONFIDENTIAL

FOR INFORMATION OF SEC STAFF ONLY

April 18, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Mail Stop 6010

Washington, D.C.  20549

Attn:  Amanda Ravitz, Assistant Director

Re:          Intel Corporation

Form 10-K for the Year Ended December 31, 2011

Filed February 23, 2012

File No. 000-06217

Dear Ms. Ravitz,

We have received your comment letter dated March 21, 2012, and the following are our responses to your comments.  For your ease of reference, we have included your original comments below and have provided our responses after each comment.

Form 8-K dated January 19, 2012, filed January 20, 2012

Comment No. 1

We note that you present non-GAAP measures for revenues, gross margin, operating income, net income and earnings per share on page 2 of exhibit 99.1, but that you did not use a title for each measure that clearly distinguishes it from its directly comparable GAAP measure. Instead we note that you simply used an asterisk cross-referenced to a footnote at the bottom of the page to tell investors that the amount presented in each bullet point is a non-GAAP measure. Tell us how this presentation complies with Items 10(e)(1)(i)(A) and 10(e)(1)(ii)(E) of Regulation S-K. Otherwise, please confirm that in future filings you will revise your presentation of non-GAAP measures to fully comply

with those requirements.

Intel Corporation

P.O. Box 58119

2200 Mission College Blvd.

Santa Clara, CA  95052-8119

(408) 765-8080 (direct)

Comment Letter Response to United States Securities and Exchange Commission dated April 18, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

April 18, 2012

Page 2

Response to Comment No. 1

We acknowledge the staff’s comment regarding the presentation of GAAP and non-GAAP financial measures in our January 20, 2012 filing related to the CFO Commentary on Fourth-Quarter and Full Year 2011 Results (“CFO Commentary”).  For the reasons explained below, we believe that the non-GAAP presentations on page 2 of exhibit 99.1 in the referenced filing satisfy the applicable requirements.  However, in light of the staff’s comments, in future filings we will revise our formatting to use titles or other appropriate headlining devices for presentations of non-GAAP financial measures.

Item 10(e)(1)(i)(A) of Regulation S-K requires a registrant to include  “a presentation, with equal or great prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP)”  when including non-GAAP measures in a filing. We note that the presentation of non-GAAP financial measures on page 2 follows the discussion of GAAP financial results presented on page 1 in the first two paragraphs of the commentary.  The discussion on page 1 provides a summary and analysis of the company’s year-over-year and quarter-over-quarter revenue, operating income, net income and earnings per share on a GAAP basis, and also provides the gross margin numbers on a GAAP basis. The corresponding non-GAAP measures do not appear until the second page of the commentary, and are presented in summary form without analysis.

Item 10(e)(1)(ii)(E) of Regulation S-K says that a registrant must not “use titles or descriptions of non-GAAP financial measures that are the same as, or confusingly similar to, titles or descriptions used for GAAP financial measures”.  The introductory paragraph to the presentation of non-GAAP results clearly describes the subsequent information as consisting of non-GAAP financial information, stating:  “As a result of the acquisition of McAfee, Inc. and the Infineon wireless division in the first quarter of 2011, we will continue to provide Non-GAAP financial information in addition to GAAP to provide additional visibility into operational results of the company.  Excluding the impacts of deferred revenue write-down and associated costs, amortization of acquisition-related intangibles, other acquisition related accounting impacts, and the related income tax effects of these changes,[t]he 2011 full year results when compared to 2010 were the following…”.  In addition, on page 2 of the CFO Commentary, in our non-GAAP presentation of 2011 full year results compared to full year 2010, and fourth quarter 2011 compared to fourth quarter 2010, we identified each non-GAAP financial measure with an asterisk, cross-referenced to a footnote at the bottom of the page that states: “Non-GAAP financial measure. See the explanation of non-GAAP measures and the reconciliation to the most directly comparable GAAP financial measure on pages 10-12”.  Given the introductory language, asterisks and footnote, we believe it unlikely that readers would be confused into thinking that that the items presented in that section of the commentary were GAAP financial measures.

Comment Letter Response to United States Securities and Exchange Commission dated April 18, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

April 18, 2012

Page 3

Form 10-K for the year ended December 31, 2011

Comment No. 2

Item 1. Business, page 1

To the extent that recent developments in the supply of and access to rare earth metals have affected or are likely to affect your business, provide the disclosure required by Item 101(c)(1)(iii) of Regulation S-K. In addition, if access to rare earth metals by you, your suppliers or customers creates uncertainties or risks for your business, please provide risk factor or trends disclosure pursuant to Items 503(c) and 303 of Regulation S-K.

Response to Comment No. 2

We are aware of reports concerning recent developments in the market for rare earth metals, and we do not currently believe that access to these metals has materially affected or is likely to materially affect our business. The company uses an insignificant amount of rare earth metals, and we have explored alternative sources of supply, including obtaining rare earth metals from other locations as well as using substitute materials. We state in our Form 10-K for the Year Ended December 31, 2011(the “2011 Form 10-K”) that “We have thousands of suppliers, including subcontractors, providing our various materials and service needs. We set expectations for supplier performance and reinforce those expectations with periodic assessments. We communicate those expectations to our suppliers regularly and work with them to implement improvements when necessary. We seek, where possible, to have several sources of supply for all of these materials and resources, but we may rely on a single or limited number of suppliers, or upon suppliers in a single country. In those cases, we develop and implement plans and actions to reduce the exposure that would result from a disruption in supply.”  We also address our approach to managing raw materials in the risk factor captioned, “We may have difficulties obtaining the resources or products we need for manufacturing, assembling and testing our products, or operating other aspects of our business, which could harm our ability to meet demand and increase our costs.”

We are also aware that developments in the market for rare earth metals could have an impact on the supply chains affecting our customers, which in turn could affect demand for our products. The risk factors state that “Changes in product demand may harm our financial results and are hard to predict.…demand could decrease due to changes in the high-technology supply chain, including supply constraints caused by natural disasters or other events…” and “Our global operations subject us to risks that may harm our results of operations and financial condition….our ability to manufacture, assemble and test, design, develop, or sell products may be affected by supply chain interruptions...”.

Based on our management of our use of rare earth metals, including the prospect of alternative and substitute sources of supply, we do not believe they are distinctive enough from other aspects of our business to be mentioned specifically. We also do not believe that developments in the market for rare earth metals constitute for Intel a known material trend or material uncertainty under Item 303 of

Comment Letter Response to United States Securities and Exchange Commission dated April 18, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

April 18, 2012

Page 4

Regulation S-K.  Accordingly, we believe that any potential risks to the company’s business relating to rare earth metals are adequately encompassed in the risk factor disclosures referred to above.

Comment No. 3

Third parties may attempt . . ., page 15

We note that at a press event on March 6, 2012, Diane Bryant, your Vice President and General Manager, Data Center and Connected Systems Group, stated that “the [IT and security] environment we are all living in just continues to increase in intensity. The number of attacks to our environment is doubling every year. The sophistication of those attacks is getting more intense.” Please tell us what consideration you gave to including disclosure describing these particular characteristics of your security environment and the implications of such rapid and significant increases in the threats to that environment. Please refer to the Division of Corporation Finance’s Disclosure Guidance Topic No. 2 at http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm for additional information.

Response to Comment No. 3

We acknowledge Ms. Bryant’s comments regarding the number and intensity of attacks to our IT environment, and note that her comments were made in the context of the commencement of the public marketing of the company’s new server processor family (Ms. Bryant is the general manager of that business unit), which among other features provides customers with an enhanced security environment as described in the press release accompanying that event, a copy of which is available at http://newsroom.intel.com/community/intel_newsroom/blog/2012/03/06/new-intel-server-technology-powering-the-cloud-to-handle-15-billion-connected-devices?cid=rss-258152-c1-273728.  The comments provide information on Intel’s IT environment as a representative example of the volume and nature of threats faced by companies in the IT environment in general, and are not a discussion of unique aspects of Intel’s exposure to cyberattacks.

We address implications of cybersecurity considerations throughout the discussion of our Business in our 2011 Form 10-K in the context of our products and business strategy, reflecting the fact that improving the security of connected devices through products we manufacture is a strategic imperative for us and a significant reason for our 2011 acquisition of McAfee, Inc.  For example, in “Company Strategy” we discuss our goal of enhancing security features by combining hardware and software solutions. In the “Platforms” section of our product descriptions, we discuss our Intel® vProTM technology, a computer hardware-based security technology, as well as McAfee’s product offerings. In our “Products and Product Strategy by Operating Segment” section, we describe our initiative within our software and services operating segments to create a more secure online experience with the introduction of McAfee DeepSAFE* technology. Security is also mentioned as an important differentiating factor in our “Competition” section.

Comment Letter Response to United States Securities and Exchange Commission dated April 18, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

April 18, 2012

Page 5

We are aware of the importance of cybersecurity and in preparing our disclosures we reviewed and considered the SEC’s guidance on the topic. While the number of attacks to our environment did increase from 2010 to 2011, the number of malware incidents actually decreased by 30% due to the controls and systems we have put in place. While our spending on IT security, data protection, data privacy, and business recovery has increased, neither the annual increase nor the total expenditure is material to our business.

We address the applicable topics discussed in CF Disclosure Guidance: Topic No. 2 in our 2011 Form 10-K as follows:

·

Risk factors. For the second year, we have included a risk factor, “Third parties may attempt to breach our network security, which could damage our reputation and financial results”, that outlines the principal risks we face from cybersecurity, including reputational damage, theft of proprietary information, and interruption of our internal systems and services.

·

MD&A. We are not aware of any cyber incidents that were material, either individually or in the aggregate, in 2011. We believe our risk factor adequately addresses our known exposure to cybersecurity risk.

·

Description of Business. Cyber incidents did not materially affect our products, services, relationships with customers or suppliers, or competitive conditions in 2011, except to the extent addressed in our product and service offerings as discussed above.

·

Legal Proceedings. We are not involved in any material legal proceedings involving cyber incidents.

·

Financial Statement Disclosures. We did not incur substantial costs to prevent cyber incidents or have cyber incidents warranting financial statement disclosure in 2011.

·

Disclosure controls and procedures. We believe that our disclosure controls and procedures are effective, and are designed with the objective that cyber incidents not significantly affect our ability to record, process, summarize, and report information required to be disclosed in our SEC filings.

Comment No. 4

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

23

Results of Operations, page 29

Please tell us and, in your future filings provide, a clear and quantified discussion of the underlying material causes of changes in your overall net revenues and overall gross margins, as well as similar changes in related segment results. We note in this regard that your current disclosure merely refers to general causes such as significantly higher platform average selling prices or slightly higher platform unit sales, but does not explain the reasons for these changes or quantify how each factor contributed to the period over period increases. Refer to the instructions to Item 303 of Regulation S-K and section III.B.4 of SEC Interpretive Release No. 33-8350.

Comment Letter Response to United States Securities and Exchange Commission dated April 18, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

April 18, 2012

Page 6

Response to Comment No. 4

In preparing our quarterly filings, we seek to identify in the Overview section of our Management's Discussion and Analysis the underlying material changes to our results of operations, the reasons for these changes, and the known trends to our revenues and gross margins. For example, we disclose the reason for the changes in our PC Client Group in the Overview section by stating “Our client business is benefiting as rising incomes increase the affordability of PCs in emerging markets.” We also disclose the reason for the changes in our Data Center Group by stating “Our data center business is benefiting as the increasing number of devices that compute and connect to the Internet drives the build-out of the cloud infrastructure.” Additionally, we make note in Overview of the offsetting impact in the fourth quarter of 2011 as a result of the hard disk drive supply shortage caused by the floods in Thailand.

We have historically listed significant causes of period-over-period changes in average selling prices (ASPs) and unit sales in order of quantitative impact as well

March 21, 2012
 Via Email

Mr. Stacy J. Smith Senior Vice President and Chief Financial Officer Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95054
Re: Intel Corporation
 Form 10-K for the Year Ended December 31, 2011
Filed February 23, 2012 File No. 000-06217

Dear Mr. Smith:
 We have reviewed your filing 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 te n 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 circum stances please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 8-K dated January 19, 2012, filed January 20, 2012

 1. We note that you present non-GAAP measures  for revenues, gross margin, operating
income, net income and earnings per share on page 2 of exhibit 99.1, but that you did not
use a title for each measure that clearly dis tinguishes it from its directly comparable
GAAP measure. Instead we note that you simply used an asterisk cross-referenced to a
footnote at the bottom of the page to tell investors that the amount presented in each
bullet point is a non-GAAP measure. Tell us how  this presentation complies with Items
10(e)(1)(i)(A) and 10(e)(1)(ii)(E ) of Regulation S-K.  Otherw ise, please confirm that in
future filings you will revise your presenta tion of non-GAAP measures to fully comply
with those requirements.

Mr. Stacy J. Smith Intel Corporation March 21, 2012 Page 2

 Form 10-K for the year ended December 31, 2011

 Item 1.  Business, page 1

 2. To the extent that recent developments in the supply of and access to rare earth metals
have affected or are likely to affect your bus iness, provide the disc losure required by Item
101(c)(1)(iii) of Regulation S-K.  In additi on, if access to rare earth metals by you, your
suppliers or customers creates uncertainties or risks for your business, please provide risk
factor or trends disclosu re pursuant to Items 503(c) and 303 of Regulation S-K.
 Third parties may attempt . . ., page 15

3. We note that at a press event on March 6, 2012, Diane Bryant, your Vice President and
General Manager, Data Center and Connected  Systems Group, stated that “the [IT and
security] environment we are all living in ju st continues to increase in intensity. The
number of attacks to our environment is doubl ing every year. The sophistication of those
attacks is getting more intense.”  Please te ll us what consideration you gave to including
disclosure describing these particular charact eristics of your security environment and the
implications of such rapid a nd significant increases in the threats to that environment.
Please refer to the Division of Corporation Fi nance’s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin /guidance/cfguidance-topic2.htm  for additional
information.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
23
 Results of Operations, page 29

 4. Please tell us and, in your future filings pr ovide, a clear and quantif ied discussion of the
underlying material causes of changes in your  overall net revenues and overall gross
margins, as well as similar changes in related segment results.  We note in this regard that your current disclosure merely re fers to general causes such as significantly higher
platform average selling prices or slightly higher  platform unit sales, but does not explain
the reasons for these changes or quantify how each factor c ontributed to the period over
period increases.  Refer to the instructions  to Item 303 of Regul ation S-K and section
III.B.4 of SEC Interpretive Release No. 33-8350.
5. As a related matter, we note your disclosure  on page 13 that your financial results,
including average selling prices, are affected  by the “mix of microprocessors” and “mix
of other products” sold. With a view toward clarified disclo sure, please tell us how the
classes of products you mention affect average selling prices and the affect each class has
on margins. Also tell us, with a view to ward disclosure, where your document includes
the three-year revenue history of those clas ses and the effect of new product introductions
on product mix during the periods presented.  See Regulation S-K Item 101(c)(1)(i).

Mr. Stacy J. Smith Intel Corporation March 21, 2012 Page 3

 Financial Statements

 Note 30: Operating Segment and Geographic Information, page 92

 6. Tell us where you have disclosed the amount of depreciation, deplet ion, and amortization
expense included in each segment’s results  as required by FA SB ASC 280-10-50-22.
While you disclose that your CODM does not ev aluate operating segments using discrete
asset information, we note that one of the m easures used to evaluate segment results is
operating income (loss), of which depreciati on and amortization expense is a component.
If you concluded that the disc losure was not required, pleas e tell us why and explain how
you considered ASC 280-10-55-12 through 55-15  in reaching your conclusion.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Julie Sherman at (202) 551-3640 or Jay Webb at (202) 551-3603 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Geoff Kruczek at (202) 551-3641 or me  at (202) 551-3528 with any other questions.

Sincerely,
   /s/ Amanda Ravitz
Amanda Ravitz Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
April 13, 2010

VIA U.S. MAIL
 Mr. Stacy J. Smith Senior 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 26, 2009
Filed February 22, 2010 File No.  000-06217

Dear Mr. Smith:    We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       Jeff Jaramillo        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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    corresp.htm

April 5, 2010

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Mail Stop 6010

Washington, D.C.  20549-3628

Attn:  Mr. Jay Webb, Accounting Reviewer

Re:          Intel Corporation

Form 10-K for the year ended December 26, 2009

Filed February 22, 2010

File No. 000--6217

Dear Mr. Webb:

We have received your comment letter dated March 31, 2010, and the following information responds to your inquiries.  For your ease of reference, we have included your comment below.

Form 10-K for the Fiscal Year Ended December 26, 2009

Exhibits 31.1 and 31.2

 Your Comment:

1.

We note that the certifications provided in Exhibits 31.1 and 31.2 contain extraneous language at the top of the page beyond that which is set forth in Item 601(b)(31) of Regulation S-K.  In future filings, please provide certifications that do not include the extraneous language.

Response to Your Comment:

The additional language cross-references where in the attached report certain disclosures referred to in the certifications appear.  We have included that additional language on the certification page to aid the reader in understanding the connection between Item 9A and the certification sections relating to internal control.  The additional language does not change the wording of the certification and is clearly separated from the required certification language.  However, we advise the staff that in future filings we will not include the additional language referenced in your comment.

**********

As requested by the staff, we acknowledge that:

·

the company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K for the year ended December 26, 2009;

·

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.

We have sought to respond to your comments, and where indicated above, will be revising the disclosure in our future filings.  If you have further comments that you would like to have addressed, please let us know.  If you have any questions, you may contact Terri Remillard at (408) 765-4747 or Ronald Mueller at Gibson, Dunn & Crutcher, at (202) 955-8671.

Very truly yours,

/s/ Stacy Smith

__________________________________

Stacy Smith

Senior Vice President and Chief Financial Officer

Intel Corporation

cc:

Audit Committee of the Board of Directors of Intel Corporation

Cary Klafter, Vice President, Legal and Corporate Affairs, and Corporate Secretary

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA  95052

www.intel.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
 March 31, 2010
Via U.S. Mail and Fax (408) 765-0766

Mr. Stacy J. Smith Senior 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 26, 2009
Filed February 22, 2010 File No.  000-06217
Dear Mr. Smith:
We have reviewed your filings and have the following comment.  Where
indicated, we think you should re vise your documents in response to this comment.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Stacy J. Smith
Intel Corporation
March 31, 2010 Page 2   Form 10-K for fiscal year  ended December 26, 2009

Exhibits 31.1 and 31.2

1. We note that the certificati ons provided in Exhibits 31.1 and 31.2 contain extraneous
language at the top of the page beyond that which is set forth in Item 601(b)(31) of
Regulation S-K.  In future filings, please pr ovide certifications that do not include the
extraneous language.

 As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your response that keys your response to ou r comment and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after revi ewing your amendments and responses to
our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Stacy J. Smith
Intel Corporation March 31, 2010 Page 3
 You may contact Julie Sherman at (202)  551-3640 or me at (202) 551-3603 if you
have any questions regarding comments on the financial statements and related matters.
Please contact Mary Beth Breslin, at (202) 551-3625 or Jay Mumford, Reviewing Attorney, at (202) 551-3637 if you have questions  on any other comments.  In this regard,
do not hesitate to contact Martin James, Seni or Assistant Chief Accountant, at (202) 551-
3671.           S i n c e r e l y ,                                     J a y  W e b b          Accounting Reviewer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    October 8, 2009

Via Facsimile  and U.S. Mail

Ronald O. Mueller, Esq. Gibson Dunn & Crutcher LLP 1050 Connecticut Avenue, NW Washington, DC 20036
 Re: Intel Corporation
 Schedule TO-I/A
 Filed September 28, October 2 and October 8, 2009  File No. 5-19567

Dear Mr. Mueller:
We have limited our review of the above referenced filing to those issues we have
addressed in our comments below.  Where indicated, we think you should revise the document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
 The purpose of our review process is to assist you in the compliance with the applicable
disclosure requirements and to enhance the overall disclosure in the filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ronald Mueller, Esq.
Gibson, Dunn & Crutcher LLP
October 8, 2009  Page 2

Schedule TO-I
 Exhibit 99(a)(1)(A):  Offering Memorandum

General

1. We disagree with the response provided in reply to prior comment 1.  Given that the offer
to exchange characterized the original exchange ratios as “preliminary,” Intel’s offer does not currently contain fixed pricing terms a nd did not disclose fixed pricing terms at
commencement.  Rather, non-fixed “preliminary” exchange ratios disclosed at commencement of the offer may become the final exchange ratios or may be replaced by entirely new exchange ratios that become the final exchange ratios.  You disclose that final exchange ratios will be announced following application of a Black Scholes valuation model approximately midway through the offer.  In light of these facts, Rule 13e-4(f)(1)(ii) applies to the offer to exchange once the final exchange ratios are announced.  Please supplementally provide a brief legal analysis that includes any prior Commission guidance and any no action letter positions that you believe support the position presented in Intel’s response to prior comment 1.  Specifically, please explain how converting the offer’s preliminary pricing mechanism into a final exchange ratio or revising the ratio would not result in a material change that requires a minimum number of days to remain in the offer as specified by Rule 13e-4(f)(1)(ii).  Refer to Interpretative Release No. 34-24296 (April 3, 1987)(explaining that if material changes are made with respect to information that approaches the significance of price and share levels, a minimum period of ten business days may be required to allow adequate dissemination and investor response).

* * *

As appropriate, please amend your filing in response to these comments.  Please
electronically submit a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all material information to investors.  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 the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

Ronald Mueller, Esq.
Gibson, Dunn & Crutcher LLP October 8, 2009  Page 3
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.
   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please direct any questions to me at (202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

      S i n c e r e l y ,
       M e l l i s s a  C a m p b e l l  D u r u
       Special Counsel        Office of Mergers & Acquisitions

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GIBSON, DUNN & CRUTCHER LLP

LAWYERS

A REGISTERED LIMITED LIABILITY PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS

__________

1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306

(202) 955-8500

www.gibsondunn.com

October 14, 2009

            Direct Dial

            Client Matter No.

            (202) 955-8671

            C 42376-00883

            Fax No.

            (202) 530-9569

Office of Mergers & Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 3561

Washington, D.C. 20549

Attn:  Melissa Campbell Duru

            Re:

            Intel Corporation

            Schedule TO-I

            Filed September 22, 2009

            File No. 005-19567

Ladies and Gentlemen:

On behalf of our client Intel Corporation (the “Company” or “Intel”), we are responding to the letter of the Office of Mergers & Acquisitions of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated October 8, 2009, relating to the Tender Offer on Schedule TO filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 22, 2009, as subsequently amended (the “Schedule TO”). The comment addresses a point raised in our response, dated October 6, 2009 (the “Initial Response Letter”) to comments issued by the Staff in a letter dated September 28, 2009.  We have set forth the Staff’s comment, indicated in bold, followed by the Company’s response. Our response references the Offer to Exchange filed as Exhibit (a)(1)(i) to Amendment No. 1 to the
Schedule TO, filed with the Commission on September 28, 2009.  Any terms not defined in this letter have the meanings as set forth in the Offer to Exchange.

GIBSON, DUNN & CRUTCHER LLP

October 14, 2009

Page 2

Schedule TO-I

Exhibit 99(a)(1)(A):  Offering Memorandum

General

            1.

            We disagree with the response provided in reply to prior comment 1. Given that the offer to exchange characterized the original exchange ratios as “preliminary,” Intel’s offer does not currently contain fixed pricing terms and did not disclose fixed pricing terms at commencement. Rather, non-fixed “preliminary” exchange ratios disclosed at commencement of the offer may become the final exchange ratios or may be replaced by entirely new exchange ratios that become the final exchange ratios. You disclose that final exchange ratios will be announced following application of a Black Scholes valuation model approximately midway through the offer. In light of these facts, Rule 13e-4(f)(1)(ii) applies to the offer to exchange once the final exchange ratios are announced. Please supplementally provide a brief
legal analysis that includes any prior Commission guidance and any no action letter positions that you believe support the position presented in Intel’s response to prior comment 1. Specifically, please explain how converting the offer’s preliminary pricing mechanism into a final exchange ratio or revising the ratio would not result in a material change that requires a minimum number of days to remain in the offer as specified by Rule 13e-4(f)(1)(ii). Refer to Interpretative Release No. 34-24296 (April 3, 1987)(explaining that if material changes are made with respect to information that approaches the significance of price and share levels, a minimum period of ten business days may be required to allow adequate dissemination and investor response).

We acknowledge the Staff’s comment as to the effect of the announcement of the final exchange ratios and respectfully believe that the Offer complies with the requirements of Rule 13e-4(f)(1)(ii). In this respect, we confirm that the Offer to Exchange states that the final exchange ratios will be announced in advance ten business days from the scheduled expiration of the Offer.1  Please see, for example, Question 12 in Part I of the Offer to Exchange and Part III Item 7, “Extension of Offer; Termination; Amendment,” of the Offer to Exchange.

_____________________________________

1Although the Offer is scheduled to expire at 11:00 p.m., Eastern Time, on the tenth business day, we believe that the other factors addressed in our Initial Response Letter compensate for this timing to ensure that the objectives of Rule 13e-4(f)(1)(ii) are satisfied in connection with the announcement of the final exchange ratios.

GIBSON, DUNN & CRUTCHER LLP

October 14, 2009

Page 3

In addition, we believe that the Offer is structured in a manner that is consistent with other exchange offers with formula-based pricing or exchange ratio mechanisms that are designed to better enable companies to deliver consideration with a stated value to offerees. See Lazard Freres & Co., SEC No-Action Letter (avail. Aug 11, 1995); Halliburton Company, SEC No-Action Letter (avail. Mar. 23, 2007) (involving an exchange offer subject to Rule 13e-4(f)(1)(ii)). We note in particular that:

            •

            Intel has disclosed that the exchange ratios are designed to provide for what approximates a  “value-for-value” exchange, as determined at the time that it sets the exchange ratios;

            •

            Intel has disclosed that it is applying the Black-Scholes option pricing model for determining the exchange ratios, that the formula will remain fixed throughout the duration of the Offer and that Intel is applying assumptions consistent with those used in calculating Intel’s equity compensation accounting expense for options granted to employees;

            •

            The exchange offer will extend for a sufficient time after the final exchange ratios are announced to enable Eligible Employees to evaluate the number of New Options that will be granted in exchange for Eligible Options;

            •

            Intel will publish the final exchange ratios on websites maintained for the Offer and has provided toll-free telephone numbers that Eligible Employees can use to obtain information regarding the final exchange ratios;

            •

            Intel will file an amendment to its Schedule TO setting forth the final exchange ratios; and

            •

            Intel has made available means for Eligible Employees to withdraw or change their elections and has disclosed the procedures for withdrawing or changing elections to exchange Eligible Options, including internet-based and telephone-based means that will be available until the time the Offer expires.

As discussed in the Offer to Exchange and in our prior response letter, Intel’s mechanism for setting and announcing the final exchange ratios offers significant advantages to Eligible Employees in that it:

            •

            provides for the final exchange ratios to be announced ten business days from the expiration of the Offer;

            •

            reduces the potential for disparities between the value determined under the exchange ratios and the relative value of Eligible Options and New Options on the date that the Offer expires, as compared to exchange offers where the exchange ratios are set upon commencement of the offer;

            •

            is simple to understand, since it focuses on the relative value relationship between Eligible Options and New Options using a widely accepted option valuation method;

            •

            relies on more current information about the value of the securities in question than in exchange offers that do not use a formula pricing technique;

            •

            incorporates communication methods to allow Eligible Employees to access relevant and up-to-date exchange ratio-related information; and

GIBSON, DUNN & CRUTCHER LLP

October 14, 2009

Page 4

            •

            incorporates technologies procedures to permit Eligible Employees to make last-minute tenders and withdrawals.

We note that the Staff has reviewed a number of compensatory stock option exchange offers with formula pricing mechanisms that have allowed less opportunity for eligible employees to assess the final exchange terms than is provided under Intel’s Offer. See, e.g., Domino’s Pizza, Inc., Schedule TO-I filed March 24, 2009, File Number 005-80414, Company Correspondence dated April 10, 2009; Mindspeed Technologies, Inc., Schedule TO-I filed April 10, 2009, File No. 005-79645, Company Correspondence dated April 30, 2009.  While Intel’s Offer differs in some respects from other stock option exchange offers reviewed by the Staff with formula pricing mechanisms, we believe that the factors discussed above are consistent with, or weigh more favorably than, those presented by the issues in the above cited no-action letters and comment letters, and satisfy
the objectives of Rule 13e-4(f)(1)(ii).

* * *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings. The Company further acknowledges that (i) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings and (ii) 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.

If you have any questions, please do not hesitate to contact me at (202) 955-8671 or to contact Cary I. Klafter at (408) 765-8080.

Sincerely,

/s/ Ronald O. Mueller

            Ronald O. Mueller

            cc:

            Cary I. Klafter

            Fernando Delmendo

ROM/rom

CORRESP
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GIBSON, DUNN & CRUTCHER LLP

LAWYERS

A REGISTERED LIMITED LIABILITY PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS

__________

1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306

(202) 955-8500

www.gibsondunn.com

October 6, 2009

            Direct Dial

            Client Matter No.

            (202) 955-8671

            C 42376-00883

Fax No.

(202) 530-9569

Office of Mergers & Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 3561

Washington, D.C. 20549

Attn:  Melissa Campbell Duru

            Re:

            Intel Corporation

            Schedule TO-I

            Filed September 22, 2009

            File No. 005-19567

Ladies and Gentlemen:

On behalf of our client Intel Corporation (the “Company”), set forth below are responses to the letter of the Office of Mergers & Acquisitions of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated September 28, 2009, setting forth comments to the Tender Offer on Schedule TO filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 22, 2009 (the “Schedule TO”). We have set forth the Staff’s comments, indicated in bold, followed by the Company’s responses. Section references in our responses are to the Offer to Exchange filed as Exhibit (a)(1)(i) to Amendment No. 1 to the Schedule TO (“Amendment No. 1”), filed with the Commission on September 28, 2009. Any terms not defined herein shall have the meanings as set forth in the Schedule TO.

GIBSON, DUNN & CRUTCHER LLP

October 6, 2009

Page 2

Schedule TO-I

Exhibit 99(a)(1)(A):  Offering Memorandum

General

            1.

            We note disclosure stating that when the ratios become final, optionholders “will have about 10 business days” to consider the final exchange ratios before the offer closes. Please clarify whether optionholders would have at least 10 business days prior to expiration of the offer to consider the final exchange ratios assuming either a reset of the preliminary ratio or assuming the final exchange ratio is the preliminary exchange ratio. We note that Rules 13e-4(f)(1)(ii) and 14e-1(b) of the Exchange Act require that you extend the offering period for any increase or decrease in the consideration offered so at least ten business days remain in the offer
after the information is first sent to optionholders. If you do not intend to revise the offer in compliance with the time frame set forth in Rule l 3e-4(f)(1)(ii), then provide us with a legal analysis explaining how your offer complies with Rules 13e-4(f)(1)(ii) and 14e-1(b). Please cite to relevant no-action letters, staff interpretative positions and any other relevant facts unique to the current offer that you believe support your analysis.

In Amendment No. 1, the Company revised the answer to Question 12 in Part I of the Offer to Exchange to state that when the exchange ratios become final, optionholders “will be notified and will have 10 business days to consider the final ratios before the Offer period closes,” and the Company revised Part III. Item 7, “Extension of Offer; Termination; Amendment,” to state that if there is an increase or decrease in the exchange ratio for Eligible Options, the Company will notify optionholders of such an increase, decrease or change, and “will extend the Offer for a period of at least ten (10) business days as of the date of the notice.”  The Company expects to announce the final exchange ratios no later than Monday, October 19, 2009, either affirming that the final exchange ratios have not changed from the preliminary ratios initially announced or disclosing
any revisions to the exchange ratios, and in either situation will file an amendment to the Schedule TO with the announcement to Eligible Employees.

If the preliminary exchange ratios described in Schedule A to the Offer to Purchase in Amendment No. 1 do not change and therefore become the final exchange ratios, we do not believe that Rule 13e-4(f)(1)(ii) is implicated. Rule 13e-4(f)(1)(ii) states that, unless withdrawn, a tender offer is to remain open until the expiration of “at least ten business days from the date that notice of an increase or decrease in ... the consideration offered ... is first published, sent or given to security holders.”  If the preliminary ratios become the final ratios, there will be no increase or decrease in the consideration offered. Although the Offer to Exchange informs Eligible Employees that the preliminary ratios may change, we do not believe that informing Eligible Employees of this possibility should of itself be viewed as triggering Rule 13e-4(f)(1)(ii) if the exchange ratios are not in fact changed.

GIBSON, DUNN & CRUTCHER LLP

October 6, 2009

Page 3

If the final exchange ratios do change from the preliminary exchange ratios, we likewise do not believe that Rule 13e-4(f)(1)(ii) is implicated because the change in the ratios will result from changes in the variables that were used to value Eligible Options and New Options, and not from a change in the value-for-value nature of the Offer. As explained in the Offer to Exchange, both the preliminary and the final exchange ratios have been and will be determined by the same method, which is intended to result in the grant of New Options with an aggregate fair value (as determined under accounting rules) that does not exceed the aggregate fair value of the Eligible Options they replace calculated as of the time that Intel sets the exchange ratios. Intel established the exchange ratios using this method with the intention of not generating incremental compensation expense in connection with
the grant of New Options. Both the preliminary exchange ratios and the final exchange ratios are based on the fair value of the Eligible Options and the fair value of New Options, using the “Black-Scholes option pricing model,” which takes into account variables such as the average of the high and low sales prices of Intel common shares as quoted on NASDAQ, the implied volatility of Intel’s shares, risk-free interest rates, expected dividends and the expected term of an option. This is the same option valuation model that Intel uses for financial reporting purposes and, in calculating the fair value of the Eligible Options and New Options, Intel is using assumptions consistent with those used in calculating Intel’s equity compensation expense for all options granted to employees. Thus, if the final exchange ratios differ from the preliminary exchange ratios, we believe that Rule 13e-4(f)(1)(ii) should not be triggered in this context, as the “change” in
the exchange ratios will be due to changes in the relative values of Eligible Options and New Options based on changes during the term of the Offer in factors used in the Black-Scholes option pricing model, such as stock price and stock price volatility. Instead, the terms of the Offer have been carefully structured to further the value-for-value objective and yet to afford Eligible Employees sufficient time to evaluate the exchange ratios.

The Offer is currently scheduled to expire at 11:00 p.m., Eastern Time, on Friday, October 30, 2009, which is the tenth business day from October 19, 2009. We note that with this schedule, the last day of the Offer is not a full business day within the definition of “business day” under Rule 13e-4(a)(3). If the final exchange ratios differ from the preliminary exchange ratios, and if the Staff is of the view that Rule 13e-4(f)(1)(ii) is applicable as a result thereof, we believe that both the manner in which information on the final exchange ratios is disseminated and the means available to Eligible Employees to respond to the Offer satisfy the objective of the rule by ensuring that Eligible Employees have sufficient opportunity to assess the terms of the Offer. In particular, Eligible Employees will have immediate access to information on the final exchange ratios and may use
internet-based techniques to submit, withdraw or amend elections up through the final minutes of the Offer. As described in the Offer to Exchange, the final exchange ratios will be posted on Circuit and on the Computershare website dedicated to the Offer. Thus, commencing on October 19, 2009, without any delay for mailing, Eligible Employees can immediately learn of the final exchange ratios. In addition, employees will be able to access these materials and evaluate the offer at any time, day or night, business day or weekend, through the expiration of the Offer. Finally, it should be noted that the Company

GIBSON, DUNN & CRUTCHER LLP

October 6, 2009

Page 4

commenced the offer on Monday, September 28, 2009, and the Company initially made a preliminary copy of the Offer to Exchange available a week before that, on Monday, September 21, 2009, to provide Eligible Employees extra time to learn about and consider the Offer. Accordingly, we respectfully believe that the planned expiration date and time of the Offer is not inconsistent with the objectives of Rule 13e-4(f)(1)(ii).

Terms of the New Options, page 13

            2.

            Based on your disclosure, it appears that only optionholders with access to Circuit will receive the announcement regarding the final exchange ratios as soon as it is made available. Optionholders without access to Circuit are required to contact the company or Computershare to determine the final exchange ratios. Please advise us whether providing updated information regarding the exchange ratios in this manner is consistent with the requirements set forth in Rules 13e-4(d)(2) and Rule 13e-4(e)(3).

We believe that, if the final exchange ratios differ from the preliminary exchange ratios, announcing the final exchange ratios through both Circuit and Computershare satisfies the standard under Rule 13e-4(d)(2) and Rule 13e-4(e)(3) to disseminate the information “in a manner reasonably calculated to inform security holders of the change.”

The great majority of Eligible Employees were notified of the commencement of the Offer through an email sent to their work address, the text of which was filed as Exhibit 99.(A)(1)(T) to Amendment No. 1, and through an article on Circuit, which is the home page for the Company’s employee intranet. Both the email announcement and the article on Circuit link through to the “My Option Exchange” website on Circuit, where the Offer to Exchange, the means to tender Eligible Options and related materials relating to the Offer are available. As stated in the Offer to Exchange, when the exchange ratios become final, the information will be disseminated by posting an announcement either in the main page of Circuit, the Employee Stock Option Exchange Program page on Circuit, or both. Intel has confirmed to us that employees who are
Eligible Employees and who are not on a leave of absence use the Circuit website in the course of their routine employment relationship and for employee benefits-related communications.

Likewise, with respect to Eligible Employees on a leave of absence, the manner used by Intel to communicate information regarding the Offer, including any updated information regarding the exchange ratios, is consistent with the Company’s routine process for communicating with employees on a leave of absence, who are expected to have either internet or telephonic means of communicating regarding employee benefit matters. These employees were each sent via mail a paper set of the Offer to Exchange and related materials. Although these Eligible Employees were provided a means of electing to exchange their Eligible Options by returning a paper election form, they also may elect to participate in the Offer by submitting elections through a telephone facility or an internet website operated on behalf of the Company

GIBSON, DUNN & CRUTCHER LLP

October 6, 2009

Page 5

by Computershare. These employees were informed in the Offer to Exchange and in the cover letter that was sent to them with the Offer to Exchange that they can access Computershare’s web tool or contact the call center any time within that last 10 days of the exchange window to obtain the most current exchange ratios. We understand that Intel routinely uses telephonic and internet-based systems with respect to employees on a leave of absence. For example, employees on a leave of absence may only exercise their employee stock options by a telephone- and internet-based system. Another example of how employees on a leave of absence are expected to maintain communication with Intel via the internet or telephone is the Company’s process for employees who are on a leave of absence, who must submit healthcare benefit elections online or via the telephone. The Company mails participation materials to
all eligible employees who are on a leave of absence, and these employees then are required to use either internet- or telephone-based resources to review important information, such as information on their designated beneficiaries and covered dependents, and are required to conduct all further communications and submit their enrollment elections either through the internet website or by telephoning an Intel Health Benefits call center.

Because employees on a leave of absence routinely interact with the Company via the internet or telephonically and are required to do so with respect to other employee benefit matters, we believe that the process that Intel has established for communicating with Eligible Employees regarding the Offer satisfies Rule 13e-4(d)(2) and Rule 13e-4(e)(3). Our view is supported by interpretive guidance issued by the Staff in Exchange Act Release No. 37182, “Use of Electronic Media,” (May 9, 1996), in which the Staff addressed the acceptability of using either company electronic communication systems or alternative third-party electronic communication systems to communicate with employees. Specifically, in that Release the Staff, in the context of addressing email communications, found it acceptable when “employees ... use the company’s electronic mail system in the course of
performing their duties or ... are expected to have alternative means made available to receive electronic mail messages.”  Here, Eligible Employees either will use the company’s intranet system or are expected to have alternative means available to communicate telephonically or via the internet.

As stated in our response to Question 1, Intel has revised the Offer to Exchange in Amendment No. 1 to state that if there is an increase or decrease in the exchange ratio for Eligible Options, the Company will notify Eligible Employees of such an increase, decrease or change, and “will extend the Offer for a period of at least ten (10) business days as of the date of the notice.”  Therefore, Eligible Employees have been notified, that unless the offer is extended, the final exchange ratios will be available no later than October 19, 2009. We and the Company respectfully believe that the method of dissemination of the final exchange ratios is reasonably calculated to inform Eligible Employees of any change to the exchange ratios, because a large percentage of the Eligible Employees have access to Circuit, and the other Eligible Employees have been informed that the final exchange
ratios will be available via the internet or telephone and are accustomed to the Company’s policy of communicating telephonically or via the internet to obtain information and submit benefit elections.

GIBSON, DUNN & CRUTCHER LLP

October 6, 2009

Page 6

Extension of the Offer; Termination; Amendment, page 20

            3.

            Refer to the language in the third paragraph of this section. You may not terminate the offer by giving only oral notice to optionholders because such notice is not reasonably calculated to inform all optionholders. Please revise to clarify, if true, that written or published noti

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    September 28, 2009

Via Facsimile  and U.S. Mail

Ronald O. Mueller, Esq. Gibson Dunn & Crutcher LLP 1050 Connecticut Avenue, NW Washington, DC 20036
 Re: Intel Corporation
 Schedule TO-I
 Filed September 22, 2009  File No. 5-19567

Dear Mr. Mueller:
We have limited our review of the above referenced filing to those issues we have
addressed in our comments below.  Where indicated, we think you should revise the document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
 The purpose of our review process is to assist you in the compliance with the applicable
disclosure requirements and to enhance the overall disclosure in the filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ronald Mueller, Esq.
Gibson, Dunn & Crutcher LLP
September 28, 2009  Page 2

Schedule TO-I
 Exhibit 99(a)(1)(A):  Offering Memorandum

General

1. We note disclosure stating that when the ratios become final, optionholders “will have about  10 business days” to consider the final exchange ratios before the offer closes.
Please clarify whether optionholders would have at least 10 business days prior to expiration of the offer to consider the final exchange ratios assuming either a reset of the preliminary ratio or assuming the final exchange ratio is the preliminary exchange ratio.  We note that Rules 13e-4(f)(1)(ii) and 14e-1(b) of the Exchange Act require that you extend the offering period for any increase or decrease in the consideration offered so at least ten business days remain in the offer after the information is first sent to optionholders.  If you do not intend to revise the offer in compliance with the time frame set forth in Rule 13e-4(f)(1)(ii), then provide us with a legal analysis explaining how your offer complies with Rules 13e-4(f)(1)(ii) and 14e-1(b).  Please cite to relevant no-action letters, staff interpretative positions and any other relevant facts unique to the current offer that you believe support your analysis.
 Terms of the New Options, page 13

 2. Based on your disclosure, it appears that only optionholders with access to Circuit will receive the announcement regarding the final exchange ratios as soon as it is made available.  Optionholders without access to Circuit are required to contact the company or Computershare to determine the final exchange ratios.  Please advise us whether  providing updated information regarding the exchange ratios in this manner is consistent with the requirements set forth in Rules 13e-4(d)(2) and Rule 13e-4(e)(3).

Extension of the Offer; Termination; Amendment, page 20

3. Refer to the language in the third paragraph of this section. You may not terminate the offer by giving only
 oral notice to option holders because such notice is not reasonably
calculated to inform all optionholders.  Please revise to clarify, if true, that written or published notice will be provided pursuant to Rule 13e-4(e)(3).
* * *

As appropriate, please amend your filing in response to these comments.  Please
electronically submit a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure

Ronald Mueller, Esq.
Gibson, Dunn & Crutcher LLP September 28, 2009  Page 3
in the filings reviewed by the staff to be certain that they have provided all material information
to investors.  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 the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.
   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please direct any questions to me at (202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

      S i n c e r e l y ,
       M e l l i s s a  C a m p b e l l  D u r u
       Special Counsel        Office of Mergers & Acquisitions

CORRESP
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September 21, 2009

Via EDGAR Correspondence

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

            Re:

            Intel Corporation

SEC File No. 000-06217

Schedule T0-I

Ladies and Gentlemen:

On behalf of Intel Corporation, a Delaware corporation (the “Company”), please be advised that the Company filed with the Securities and Exchange Commission (the “Commission”) on September 21, 2009, a Schedule TO-I in connection with a stock option exchange offer that the Company will be extending to certain eligible employees. Please note that this filing is being made prior to the Company commencing the exchange offer and omits certain information (indicated by blanks or bracketed language). The Company will provide the omitted information through an amendment expected to be filed on September 28, 2009. That date also is expected to constitute the commencement of the exchange offer within the meaning of Rule 13e-4, and the web-based “tool” and other means that will be available to employees to tender eligible options will first be provided or sent on that date.

Please direct any questions or comments regarding this filing to either Cary I. Klafter, Intel’s Vice President and Secretary, at (408) 765-8080 or by facsimile at (408) 653-8050, or to Ronald O. Mueller at Gibson, Dunn & Crutcher LLP at (202) 955-8671 or by facsimile at (202) 530-9539.

Sincerely,

/s/ FERNANDO DELMENDO_______

Fernando Delmendo

Senior Attorney

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA  95052

www.intel.com

June 18, 2009
Via U.S. Mail and Facsimile (408-653-6796)

Stacy J. Smith Vice President and Chief Financial Officer Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95054-1549

 Re: Intel Corporation
  Form 10-K for the Fiscal Year Ended December 27, 2008
  Filed February 23, 2009   File No. 0-06217   Response Letter Dated June 4, 2009
Dear Mr. Smith:

We refer you to our comment letter dated May 12, 2009 regarding business
contacts with Cuba, Iran, Sudan, and Syria.  We have completed our review of this
subject matter and have no further comments at this time.           S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance

CORRESP
1
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CONFIDENTIAL

FOR INFORMATION OF SEC STAFF ONLY

Confidential Treatment Requested by Intel Corporation

For a Portion of This Letter Described Below

June 4, 2009

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Mail Stop 6010

Washington, D.C. 20549-3628

Attn:  Cecilia Blye, Chief, Office of Global Security Risk

            Re:

            Intel Corporation

            Form 10-K for the year ended December 27, 2008

            Filed February 23, 2009

Dear Ms. Blye:

We have received your comment letter dated May 12, 2009, and the following information responds to your inquiries. For your ease of reference, we have included your comment below. Please note that this letter omits confidential information included in the unredacted version of the letter that was delivered to the Division of Corporation Finance and that asterisks, as indicated below, denote such omissions.

Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of our response below. We request that these portions, as indicated by [***], be maintained in confidence, not be made part of any public record and not be disclosed to any person as they contain confidential information, disclosure of which would cause Intel competitive harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, we respectfully request that we be notified immediately so that we may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned with a copy to Cary Klafter, Vice President, Legal and Corporate Affairs, and Corporate Secretary,
Intel Corporation, 2200 Mission College Blvd., mail stop RNB4-151, Santa Clara, CA  95054.

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA  95052

www.intel.com

United States Securities and Exchange Commission

Division of Corporate Finance

June 4, 2009

Page 2

Form 10-K for the Fiscal Year Ended December 27, 2008

Operations in the Middle East and Africa, page 15, and “Intel in the Middle East” section on the intel.com website

Your Comment:

It appears from page 15 of your Form 10-K and the “Intel in the Middle East” section of your website that you have operations in the Middle East and Africa, which are regions that include Iran, Syria, and Sudan. In addition, we are aware of a May 2008 news report that PCs in Cuba contain your Celeron processors. Cuba, Iran, Sudan, and Syria are identified by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure regarding contacts with Cuba, Iran, Sudan, and Syria. Please describe to us the nature and extent of any past, current, and anticipated contacts with the referenced countries, whether through distributors, resellers, licensees, or other direct or indirect arrangements. Your response should describe any products or technology you have provided to the
referenced countries, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments.

Response to Your Comment:

For ease of reference, page 15 from Intel’s Form 10-K for the year ended December 27, 2008 is attached hereto as Attachment 1 and the “Intel in the Middle East” section of the intel.com website is attached hereto as Attachment 2.

Your comment notes that Intel Corporation’s Form 10-K does not include disclosure of business activities with countries designated under U.S. law as State Sponsors of Terrorism--Cuba, Iran, Sudan and Syria (“Subject Countries”). Lack of disclosure on that topic is appropriate because Intel does not conduct business activities in or with the Subject Countries, as they constitute a subset of the embargoed countries under U.S. Export Administration regulations (“Export Regulations”). Intel’s microprocessor products are subject to the Export Regulations, and Intel (including its subsidiaries worldwide) has an active program in place to meet these export compliance obligations. Intel prohibits all transactions with countries identified under certain trade related sanctions, and Cuba, Iran, Myanmar (Burma), North Korea, Syria, and Sudan are currently identified under Export Regulations
as embargoed countries. Consequently, the company prohibits all business transactions with the Subject Countries, which are included in the list of embargoed countries under the Export Regulations, through its export compliance program and takes appropriate action to enforce this policy through customer contracts, policy reminder communications, training of employees and customers, and investigation of potential policy violations.

United States Securities and Exchange Commission

Division of Corporate Finance

June 4, 2009

Page 3

Intel has no business contacts with the Subject Countries, either directly or indirectly through tacit agreement with its customers. Intel does not provide products or technology to the Subject Countries,

directly or indirectly, and the company does not have any agreements, commercial arrangements or other contacts with the governments of the Subject Countries or to our knowledge, entities controlled by those governments, relating to sales of Intel products. It is possible that some Intel employees may have had incidental contacts with government officials from the Subject Countries, or with agents of entities controlled by those governments at industry conferences and other functions, but we are not aware of any sales of Intel products to the Subject Countries resulting from actions of Intel employees. On occasion, Intel has followed up with customers regarding possible shipments of Intel products to the Subject Countries in violation of Intel’s policy, but there have not been any instances of Intel direct shipments or customer shipments with the express or implied agreement of Intel, to such countries.

Among other activities, our compliance policies and procedures dealing with the Export Regulations include:

            •

            Automatically blocking direct sales activities to embargoed countries within Intel’s enterprise shipping systems.

            •

            Providing annual export compliance training that includes specific instructions regarding embargoed countries to all employees working within the Intel Sales and Marketing Group.

            •

            Requiring Intel’s customers to follow Intel’s export compliance policy. Intel includes export compliance provisions in its contracts with distributors, original equipment manufacturers and resellers. Representative language is attached hereto as Attachment 3.

            •

            Providing on-site export compliance training to direct customers and/or Intel employees located in areas that may present a higher risk of diversion to countries subject to the Export Regulations. For example, in the Middle East, we provided training in 2007 and 2008 in Cairo, and in 2005, 2007 and 2008 in Dubai.

            •

            Participating in routine audits conducted by Intel’s internal audit department of sales reports of Intel customers to verify adherence to the policy.

            •

            Intel has an ongoing and open dialogue with the Bureau of Industry and Security (BIS), Office of Export Enforcement (OEE), to mutually address potential risks of product diversion contrary to the Export Regulations. For example, OEE contacts Intel’s Export Compliance Manager from time to time to obtain Intel product classification or customer information, and Intel will collaborate with OEE for guidance involving a potential export compliance issue.

In the event the company learns of a suspected deviation from its export policies or contract provisions, Intel pursues prompt and appropriate action to communicate to the Intel employee or customer of Intel’s strict policy in this area.

United States Securities and Exchange Commission

Division of Corporate Finance

June 4, 2009

Page 4

A current example demonstrating our compliance efforts in connection with alleged sales of Intel

products in an embargoed country is a matter involving a company in [***] that is using our trademarks to sell its computer products. Our information is that the company is operating under the name [***] in [***] and using Intel registered trademarks in the sale of microprocessors. As it happens, we believe that the processors are not Intel processors, but are processors manufactured by one of our competitors, [***]. We are concerned about this matter not only from the trademark infringement perspective, but also because of the implication that this company is authorized by Intel to sell Intel products in [***], an embargoed country. We intend to file a lawsuit in [***] to enjoin this company from using Intel’s trademarks to promote its sale of non-Intel products.

We also note your reference to a May 2008 news report that personal computers (PCs) in Cuba contain Intel®Celeron® processors. A May 2, 2008 Associated Press article about the availability of PCs in Cuba said: “The Cuban PCs have Intel Celeron processors with 80 gigabytes of memory and 512 RAM and are equipped with Microsoft’s Windows XP operating system. Both could be violations of a U.S. trade embargo, but not something Washington can do anything about in the absence of diplomatic relations with Havana. Clerks said the PCs were assembled by Cuban companies using parts imported from China.”  As noted above, Intel policy in accord with the Export Regulations prohibits the sale of Intel products to Cuba. We have not received any information concerning the parts referred to in the news article beyond the reference in the news article. We do not know if an Intel customer in China, or a
party who purchased processors from an Intel customer in China, shipped the parts to Cuba, nor if the article is accurate with regard to the reference to China. Each year we sell millions of microprocessors to approximately 13,000 customers in China. The article also noted that the U.S. government could not take action on the matter since there are no diplomatic relations between the U.S. and Cuba. Similarly, due to the travel and other constraints imposed by the embargo, it was not feasible for Intel to investigate this matter in Cuba.

**********

We have sought to be fully responsive to your comment letter, and if you have further comments that you would like to have addressed, please let us know. If you have any questions, you may contact Terri Remillard at (408) 765-4747 or Ronald Mueller at Gibson, Dunn & Crutcher, at (202) 955-8671.

United States Securities and Exchange Commission

Division of Corporate Finance

Page 5

Sincerely,

/ s /  Stacy Smith_____________________

Stacy Smith

Vice President and Chief Financial Officer

Intel Corporation

            cc:

            Audit Committee of the Board of Directors of Intel Corporation

            Cary Klafter, Vice President, Legal and Corporate Affairs, and Corporate Secretary

United States Securities and Exchange Commission

Division of Corporate Finance

June 4, 2009

Page 6

ATTACHMENT 1

Table of Contents

Executive Officers of the Registrant

The following sets forth certain information with regard to our executive officers as of February 20, 2009

(ages are as of December 27, 2008):

            Craig R. Barrett , age 69

            •   2005 – present,

            Chairman of the Board

            •   1998 – 2005,

            Chief Executive Officer

            •   Member of Intel Board of Directors since 1992

            •   Joined Intel 1974

            Paul S. Otellini , age 58

            •   2005 – present,

            President, Chief Executive Officer

            •   2002 – 2005,

            President, Chief Operating Officer

            •   Member of Intel Board of Directors since 2002

            •   Member of Google, Inc. Board of Directors

            •   Joined Intel 1974

            Andy D. Bryant , age 58

            •   2007 – present,

            Executive VP, Finance and Enterprise Services, Chief Administrative Officer

            •   2001 – 2007,

            Executive VP, Chief Financial and Enterprise Services Officer

            •   Member of Columbia Sportswear Company and McKesson Corporation Board of Directors

            •   Joined Intel 1981

            Stacy J. Smith , age 46

            •   2007 – present,

            VP, Chief Financial Officer

            •   2006 – 2007,

            VP, Assistant Chief Financial Officer

            •   2004 – 2006,

            VP of Finance and Enterprise Services, Chief Information Officer

            •   2002 – 2004,

            VP of Sales and Marketing Group, General Manager (GM) of Europe, Middle East, and Africa

            •   Joined Intel 1988

            Sean M. Maloney , age 52

            •   2008 – present,

            Executive VP, Chief Sales and Marketing Officer

            •   2006 – 2008,

            Executive VP, GM of Sales and Marketing Group, Chief Sales and Marketing Officer

            •   2005 – 2006,

            Executive VP, GM of Mobility Group

            •   2001 – 2005,

            Executive VP, GM of Intel Communications Group

            •   Member of Autodesk, Inc. Board of Directors

            •   Joined Intel 1982

            David Perlmutter , age 55

            •   2007 – present,

            Executive VP, GM of Mobility Group

            •   2005 – 2007,

            Senior VP, GM of Mobility Group

            •   2005

            VP, GM of Mobility Group

United States Securities and Exchange Commission

Division of Corporate Finance

June 4, 2009

Page 7

            •   2000 – 2005,

            VP, GM of Mobile Platforms Group

            •   Joined Intel 1980

            Arvind Sodhani , age 54

            •   2007 – present,

            Executive VP of Intel, President of Intel Capital

            •   2005 – 2007,

            Senior VP of Intel, President of Intel Capital

            •   1990 – 2005,

            VP, Treasurer

            •   Joined Intel 1981

            Robert J. Baker , age 53

            •   2001 – present,

            Senior VP, GM of Technology and Manufacturing Group

            •   Joined Intel 1979

            Patrick P. Gelsinger , age 47

            •   2005 – present,

            Senior VP, GM of Digital Enterprise Group

            •   2002 – 2005,

            Senior VP, Chief Technology Officer

            •   Joined Intel 1979

            William M. Holt , age 56

            •   2006 – present,

            Senior VP, GM of Technology and Manufacturing Group

            •   2005 – 2006,

            VP, Co-GM of Technology and Manufacturing Group

            •   1999 – 2005,

            VP, Director of Logic Technology Development

            •   Joined Intel 1974

            D. Bruce Sewell , age 50

            •   2005 – present,

            Senior VP, General Counsel

            •   2004 – 2005,

            VP, General Counsel

            •   2001 – 2004,

            VP of Legal and Government Affairs, Deputy General Counsel

            •   Joined Intel 1995

            Thomas M. Kilroy , age 51

            •   2005 – present,

            VP, GM of Digital Enterprise Group

            •   2003 – 2005,

            VP of Sales and Marketing Group, Co-President of Intel Americas

            •   Joined Intel 1990

United States Securities and Exchange Commission

Division of Corporate Finance

June 4, 2009

Page 8

Attachment 2

Intel in the Middle East

News. Events. Promotions.

Find out what is happening near you

About Intel Corporati

May 12, 2009
Via U.S. Mail and Facsimile (408-653-6796)

Stacy J. Smith Vice President and Chief Financial Officer Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95054-1549

 Re: Intel Corporation
  Form 10-K for the Fiscal Year Ended December 27, 2008
  Filed February 23, 2009   File No. 0-06217
Dear Mr. Smith:

We have limited our review of your f ilings to disclosure relating to your
contacts with countries that have been identified as state sponsors of terrorism, and we
have the following comment.  Our review w ith respect to this issue does not preclude
further review by the Assistant Director  group with respect to other issues.   At this
juncture, we are asking you to provide us with supplemental information, so that we
may better understand your disclosure.  Please be as detailed as necessary in your response.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. It appears from page 15 of your Form 10- K and the “Intel in  the Middle East”
section of your website that you have ope rations in the Middle East and Africa,
which are regions that include Iran, Syri a, and Sudan.  In addition, we are aware
of a May 2008 news report that PCs in Cuba contain your Celeron processors.
Cuba, Iran, Sudan, and Syria are identifie d by the State Department as state
sponsors of terrorism, and are subject to  U.S. economic sanctions and export
controls.  We note that your Form 10-K  does not include disclosure regarding
contacts with Cuba, Iran, Sudan, and Syria.   Please describe to us the nature and
extent of any past, current, and anticipate d contacts with the referenced countries,
whether through distributors, resellers, li censees, or other direct or indirect
arrangements.  Your response should describe any produc ts or technology you
have provided to the referenced countr ies, directly or indirectly, and any
agreements, commercial arrangements, or  other contacts you have had with the
governments of those countries or entit ies controlled by those governments.

Stacy J. Smith
Intel Corporation May 12, 2009 Page 2
* * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Pleas e submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551-
3333 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance

Mail Stop 6010

June 11, 2008

VIA U.S. MAIL

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

 Re: Intel Corporation
  Form 10-K for the year ended December 29, 2007
  Filed February 20, 2008
  File No. 000-06217

Dear Mr. Smith:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

       A n g e l a  C r a n e
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

CONFIDENTIAL

FOR INFORMATION OF SEC STAFF ONLY

Confidential Treatment Requested by Intel Corporation

For a Portion of This Letter Described Below

June 5, 2008

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Mail Stop 6010

Washington, D.C. 20549

Attn:  Kate Tillan, Assistant Chief Accountant

            Re:

            Intel Corporation

            Form 10-K for the year ended December 29, 2007

            Filed February 20, 2008

            Form 10-Q for the quarter ended March 29, 2008

            File No. 000-06217

Dear Ms. Tillan:

We have received your comment letter dated May 19, 2008, and the following represents our response to your comments. For your ease of reference, we have included your original comments below and have provided our responses after each comment. Please note that this letter omits confidential information included in the unredacted version of the letter that was delivered to the Division of Corporation Finance and that asterisks, as indicated below, denote such omissions.

Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of our responses to Comments 1 and 3 below. We request that these portions, as indicated by [***], be maintained in confidence, not be made part of any public record and not be disclosed to any person as they contain confidential information, disclosure of which would cause the Intel competitive harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, we respectfully requests that we be notified immediately so that we may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned with a copy to Cary Klafter, Vice President, Legal and Corporate Affairs,
and Corporate Secretary, Intel Corporation, 2200 Mission College Blvd., mail stop RNB4-151, Santa Clara, CA  95054.

United States Securities and Exchange Commission

Division of Corporate Finance

June 5, 2008

Page 2

Form 10-K for the Fiscal Year Ended December 29, 2007

Financial Estimates, page 46

Note 2. Accounting Policies, page 51

Revenue Recognition, page 58

Comment No. 1:

            1.

            We note that because of agreements granting distributors price protection rights and/or rights to return unsold products, you defer recognizing revenue on sales made to these distributors until the distributors sell the products to a third party. We note that when you defer recognizing revenue, you record a current liability on the balance sheet under “deferred income on shipments to distributors.”

Please tell us and revise the note in future filings to clarify how you treat the costs of sales made to distributors. If you defer costs, tell us and revise future filings to disclose how the deferred costs are presented on your balance sheet. Please tell us and disclose in future filings the methodology, if any, employed to evaluate that asset for impairment and the authoritative literature in US GAAP on which you base that policy.

Response to Comment No. 1:

The company defers recognition of the cost of sales of shipments to distributors until the related revenue is recognized. The deferred revenue, offset by the related costs of sales, is presented on our consolidated balance sheets as “deferred income on shipments to distributors.” We advise the staff that we plan to revise our “accounting policy” disclosure in our future Form 10-K filings to clarify the presentation treatment for the cost of sales associated with distributor shipments to indicate that cost of sales associated with distributor shipments are included within the “deferred income on shipments to distributors” on our consolidated balance sheets.

We advise the staff that the impact from impairment of the balance of deferred cost of sales has not been significant to our results of operations in past filings, and is not reasonably likely to have a material impact on our results of operations, liquidity or capital resources. Specifically, the gross deferred cost of sales balance as of December 29, 2007 and March 29, 2008 was $[***] and $[***], respectively, and no single distributor accounted for a significant portion of those balances. In addition, the majority of the products sold to distributors are microprocessors, which have average selling prices significantly higher than the related cost. Lastly, the inventory on hand at our distributors sells through to the end customer relatively quickly, on average [***] weeks.

United States Securities and Exchange Commission

Division of Corporate Finance

June 5, 2008

Page 3

However, to the extent that the deferred cost of sales was significantly impaired due to products being considered excess or obsolete, or due to a lower-of-cost or market adjustment, we adjust the deferred cost of sales and record a corresponding increase to cost of sales in the period it is determined the adjustment is necessary. We believe this treatment is consistent with Chapter 4 of ARB 43. In addition, we confirm to the staff that we will disclose the impact of impairments of our deferred cost of sales in our future filings to the extent that they are material to our results of operations, liquidity, or capital resources.

Comment No. 2:

            2.

            Please tell us and revise future filings to disclose the significant terms of your sales arrangements with distributors, including the return and price protection rights you grant, the situations under which the distributors may exercise those rights; and whether returns or price protection credits are capped to a certain percentage of sales price or margins. Tell us whether any of your arrangements with distributors would allow or require you to grant price concessions below the cost of the product.

Response to Comment No. 2:

Intel’s sales to distributors are made under agreements that allow for right of return on qualified products. While Intel has the option to grant credit for, repair or replace defective product, there is no contractual limit on the amount of credit granted a distributor. Intel also allows for the return of certain inventory under a “stock rotation” program pursuant to which Intel grants the distributor credit for purchase of different products. Stock rotation allowances are limited based on a percentage calculation of the distributor’s prior three months net billing. The percentage varies depending on the type of product. However, there is no limit on the time horizon under which stock rotation is allowed.

Our distributor agreements also provide for price protection against price decreases on qualified products, whereby Intel gives a credit to the distributor for the difference between the original price paid by the distributor and Intel’s current price. The qualified products would not include “end of life” products, products that have been authorized for return, non-standard products, or products that were purchased at a discount from the standard distributor cost. On qualified products, there is no contractual limit on the amount of price protection, nor is there a limit on the time horizon under which price protection is granted. We advise the staff that we plan to revise our “accounting policy” disclosure in our future Form 10-K filings to add additional details of our stock rotation and price protection programs with distributors.

None of our arrangements with distributors require us to grant price concessions below the cost of the product or otherwise address the matter of sales below cost.

United States Securities and Exchange Commission

Division of Corporate Finance

June 5, 2008

Page 4

Comment No. 3:

            3.

            Please tell us the amounts of gross deferred revenues and gross deferred costs of sales presented in the ‘deferred income on shipments to distributors’ caption of your balance sheets as of December 29, 2007 and March 29, 2008. In addition, as we note that impairments of the deferred costs and credits for changes in the selling prices may be reasonably likely to have a material impact on your results of operations, liquidity or capital resources, please revise MD&A in future filings to include similar disclosure accompanied by a discussion of the impact in each reported period. Your discussion could also include a roll-forward of your deferred distributor income liability account. Further, please discuss any trends noted over the reported periods. Refer to Item 303(a) of Regulation S-K.

Response to Comment No. 3:

In response to the staff’s comments, we advise the staff that the amount of gross deferred revenue and gross deferred cost of sales included within the “deferred income on shipments to distributors” caption of our consolidated balance sheets as of December 29, 2007 and March 29, 2008, was as follows:

(In Millions)

            December 29,

2007

            March 29,

2008

            Gross deferred revenue

            $

            [***]

            $

            [***]

            Gross deferred cost of sales

            [***]

            [***]

            Deferred income on shipments to distributors

            $

            625

            $

            643

We refer the staff to our response to comment #1 above. In addition, we advise the staff that the balance of deferred income from shipments to distributors generally does not fluctuate significantly from period to period. Over the 12 quarters from Q2 2005-Q1 2008, the balance of deferred income from shipments to distributors has remained between $535 million and $707 million, with an average quarterly fluctuation of less than $40 million over that period. The largest annual fluctuation for the last three fiscal years has been $41 million.

In addition, we believe that the gross deferred cost of sales on our consolidated balance sheets is insignificant in relation to our liquidity and capital resources. Specifically, the gross deferred cost of sales balance as of December 29, 2007 and March 29, 2008 was $[***] and $[***], respectively, and our cash and investment portfolio (consisting of cash and cash equivalents, fixed income trading assets, and short and long term investments) was $19.3 billion and $17.7 billion, respectively.

United States Securities and Exchange Commission

Division of Corporate Finance

June 5, 2008

Page 5

We currently believe that impairments of the deferred costs and credits for changes in selling prices are not reasonably likely to have a material impact on our results of operations, liquidity or capital resources. However, in future filings, if impairments of deferred cost of sales and/or credits for changes in selling prices have a significant impact on our results of operations, liquidity, or capital resources, we will include appropriate disclosure in our MD&A based on the requirements of Item 303(a) of Regulation S-K.

Form 10-Q for the quarter ended March 29, 2008

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Critical Accounting Estimates, page 24

Comment No. 4:

            4.

            We note your disclosure regarding Level 2 marketable debt instruments that are priced using indicator prices which represent non-binding market consensus prices. Please tell us more about these indicator prices, including how you obtain these amounts, what they represent and how you are able to corroborate these prices.

Response to Comment No. 4:

We advise the staff that our indicator prices are primarily obtained from industry standard data providers such as Bloomberg and Interactive Data Corporation. These indicator prices are primarily based on market transaction data, and represent market consensus prices that are non-binding to Intel.

When we use indicator prices from these third party providers, we attempt to corroborate the prices by:

            1)

            performing tests to determine if observed market returns for a particular instrument and implied returns for indicator prices for the same instrument both have the same statistical characteristics; or

            2)

            comparing the indicator prices with (a) observable prices for similar instruments with similar maturities from the same issuer, or (b) with observable prices for instruments with similar credit ratings and similar maturity profiles and that are issued by companies from the same industry or sector.

When the indicator price is corroborated with observable market data through one of the above methods, we classify the applicable instrument within Level 2 in the fair value hierarchy, consistent with the provisions of SFAS No. 157.

United States Securities and Exchange Commission

Division of Corporate Finance

June 5, 2008

Page 6

Comment No. 5:

            5.

            Further, please also tell us about the indicator prices that you refer to with regards to the Level 3 assets and liabilities, including how these indicator prices are determined, how they differ from indicator prices related to Level 2 assets and liabilities, what they represent and how you determine they are appropriate.

Response to Comment No. 5:

We advise the staff that a significant majority of the indicator prices used for Level 3 assets and liabilities are the non-binding market consensus prices described in our response to comment #4. In addition, we use non-binding broker quotes to price certain Level 3 assets. As mentioned in our response to comment #4, if we are able to corroborate indicator prices with observable market data, we classify these instruments as Level 2 in the fair value hierarchy. For those valuations that we are unable to corroborate with observable market data, we will classify them as Level 3 and corroborate with other data, such as indicator prices obtained from a second source.

Comment No. 6:

            6.

            We note your disclosure that Level 3 assets and liabilities include marketable debt instruments, non-marketable equity investments, derivative contracts, and company issued debt whose values are determined using inputs that are both unobservable and significant to the values of the instruments being measured. Level 3 assets also include marketable debt instruments that are priced using indicator prices that you were unable to corroborate with observable market quotes. Please tell us and revise future filings to disclose the valuation techniques used, including the key assumptions considered in valuing the Level 3 assets.

Response to Comment No. 6:

Approximately $3.0 billion out of $3.4 billion of our financial instruments that are classified within Level 3 in the fair value hierarchy are valued using indicator pricing and non-binding broker quotes, and corroborated with unobservable data, as noted in the responses to comment #4 and #5. We advise the staff that we will clarify in future filings that financial instruments that are classified as level 3 in the fair value hierarchy are corroborated with unobservable market data.

Substantially all of the remaining amount of financial instruments that are classified within Level 3 in the fair value hierarchy, with a fair value of approximately $349 million, were priced using company-derived pricing models that required unobservable inputs that we considered significant to the valuation of the related instruments. Approximately 62% of these level 3 instruments were valued using discounted cash flow models. The key assumptions used in the discounted cash flow models may include the risk-free rates, risk premiums, and/or our future cash flow assumptions of the related instrument. The remaining 38% of these level 3 instruments were valued using other valuation models, including the Black-Scholes model and the Monte Carlo model. The key assum

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
May 19, 2008

VIA U.S. MAIL AND FAX (408) 765-1845
 Mr. Paul S. Otellini President and Chief Executive Officer Mr. Stacy J. Smith Vice President and Chief Financial Officer Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95054-1549
 Re: Intel Corporation
  Form 10-K for the year ended December 29, 2007
  Filed February 20, 2008    Form 10-Q for the quarter ended March 29, 2008   File No. 000-06217
Dear Mr. Smith:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your future filings in re sponse to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Mr. Paul S. Otellini
Mr. Stacy J. Smith
Intel Corporation May 19, 2008 Page 2  Form 10-K for the Fiscal Year Ended December 29, 2007

Financial Statements, page 46

Note 2.  Accounting Policies, page 51

Revenue Recognition, page 58
 1. We note that because of agreements granti ng distributors price protection rights and/or
rights to return unsold products, you defer r ecognizing revenue on sa les made to these
distributors until the distributor s sell the products to a third party.  We note that when you
defer recognizing revenue, you record a current liability  on the balance sheet under
“deferred income on shipme nts to distributors.”

⋅ Please tell us and revise the note in future filings to clarify how you treat the costs of
sales made to distributors.  If you defer co sts, tell us and revise future filings to
disclose how the deferred costs ar e presented on your balance sheet.
⋅ Please tell us and disclose in future filings the methodology, if any, employed to
evaluate that asset for impairment and th e authoritative literature in US GAAP on
which you base that policy.

2. Please tell us and revise future filings to disclose the significan t terms of your sales
arrangement with distributors , including the return and price protection rights you grant;
the situations under which the distributors may exercise those rights; and whether returns or price protection credits are capped to a cert ain percentage of sales price or margins.
Tell us whether any of your arrangements with distributors would allow or require you to
grant price concessions below the cost of the product.
 3. Please tell us the amounts of gross deferred revenues and gross deferred costs of sales
presented in the ‘deferred income on shipme nts to distributors’ caption of your balance
sheets as of December 29, 2007 and March 29, 2008.  In addition, as we note that impairments of the deferred costs and credits for changes in selling prices may be reasonably likely to have a material impact  on your results of operations, liquidity or
capital resources, please revise MD&A in futu re filings to include similar disclosure
accompanied by a discussion of the impact in  each reported period.  Your discussion
could also include a roll-forwar d of your deferred distributor income liability account.
Further, please discuss any trends noted over the reported periods.  Refer to Item 303(a) of Regulation S-K.

Mr. Paul S. Otellini
Mr. Stacy J. Smith
Intel Corporation May 19, 2008 Page 3   Form 10-Q for the quarter ended March 29, 2008

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
20
 Critical Accounting Estimates, page 24

 4. We note your disclosure regarding Level 2 marketable debt instruments that are priced
using indicator prices which represent non-bi nding market consensu s prices.  Please tell
us more about these indicator prices, includ ing how you obtain these amounts, what they
represent and how you are able to corroborate these prices.
 5. Further, please also tell us about the indicator prices that you refer to with regards to the
Level 3 assets and liabilities, including how  these indicator prices are determined, how
they differ from indicator prices related to  Level 2 assets and liabilities, what they
represent and how you determine they are appropriate.
 6. We note your disclosure that Level 3 assets  and liabilities include marketable debt
instruments, non-marketable equity invest ments, derivative contracts, and company
issued debt whose values are determined  using inputs that are both unobservable and
significant to the values of th e instruments being measured.  Level 3 assets also include
marketable debt instruments that  are priced using indicator prices that you were unable to
corroborate with observable market quotes.  Pl ease tell us and revise future filings to
disclose the valuation techniques used, incl uding the key assumpti ons considered in
valuing the Level 3 assets.

 As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Mr. Paul S. Otellini
Mr. Stacy J. Smith Intel Corporation May 19, 2008 Page 4
   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3604 if you have any questions regarding these comments.  In this regard, do not hesitate to contact Angela Crane, Accounting Branch Chief, at (202) 551-3554.

        S i n c e r e l y ,             K a t e  T i l l a n           Assistant Chief Accountant

Mail Stop 6010

       August 1, 2006

Mr. Andy D. Bryant
Executive Vice President and Chief Financial Officer
Intel Corporation
2200 Mission College Boulevard
San Clara, CA  95054-1549

Re: Intel Corporation
Form 10-K for the fiscal year ended December 31, 2005
Form 10-Q for the quarter ended April 1, 2006
Form 8-K filed April 19, 2006
File No. 0-06217

Dear Mr. Bryant:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

       M a r t i n  F .  J a m e s
Senior Assistant Chief Accountant

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                            CONFIDENTIAL
                  FOR INFORMATION OF SEC STAFF ONLY

July 11, 2006

United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Mail Stop 6010
Washington, D.C.  20549
Attn:  Angela J. Crane

     Re:  Intel Corporation
          December 31, 2005 Form 10-K and
              Subsequent Exchange Act Filings
          File No. 0-06217

Dear Ms. Crane,

     We have received your comment letter dated June 19, 2006, and
the following represents our response to your comments.  For your
ease of reference, we have included your original comments below and
have provided our responses after each comment.

     We would like to advise the staff that it is our intent to use
non-GAAP measures, excluding the effects of share-based compensation,
only in our filings for our fiscal 2006. The Audit Committee of our
Board of Directors has only approved the use of such non-GAAP
measures for 2006. After the first year of adoption of SFAS No.
123(R), we believe the information will become less useful for
investors.

Form 10-Q for the quarterly period ended April 1, 2006

Comment No. 1

Note 3.  Employee Equity Incentive Plans, page 5

     1.   There does not appear to be any basis or context in GAAP
for computing the per share effects of a form of compensation.
Accordingly, in future filings, please remove share-based
compensation effects on earnings per share from the financial
statements.

Response to Comment No. 1

     We agree with the staff's comment that there is ordinarily no
context for computing the per-share effects of a form of
compensation. However, we believe this disclosure is required by the
Financial Accounting Standards Board (FASB) in Statement of Financial
Accounting Standards No. 123 (revised-2004), "Share-Based Payment,"
(SFAS No. 123(R)). Specifically, SFAS 123(R) paragraph 84 states:

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 2

        "In the period that this Statement is adopted,
        an entity shall disclose the effect of the
        change from applying the original provisions
        of Statement 123 on income from continuing
        operations, income before income taxes, net
        income, cash flow from operations, cash flow
        from financing activities, and basic and
        diluted earnings per share."

We believe that the disclosure in our Form 10-Q, a copy of which is
reproduced below, sets forth in tabular format information that
satisfies the requirements of SFAS No. 123(R) paragraph 84:

                                                  Three Months Ended

                                                April 1,    April 2,
(In Millions-Except Per Share Amounts)            2006        2005
--------------------------------------          --------    --------

Cost of sales                                $        86  $     -

Research and development                             135        -

Marketing, general and administrative                153        -
                                                 -------    --------
Share-based compensation effect in income
before taxes                                         374        -

Income taxes                                        (110)       -
                                                 -------    --------

Net share-based compensation effects in net
income                                       $       264  $     -
					        ========    ========

Share-based compensation effects on basic
  earnings per common share                  $      0.05  $     -
                                                ========    ========
Share-based compensation effects on diluted
  earnings per common share                  $      0.04  $     -
                                                ========    ========
Share-based compensation effects on cash
  flow from operations                       $       (61) $     -
                                                ========    ========
Share-based compensation effects on cash
  flow from financing activities             $        61  $     -
                                                ========    ========

     We additionally advise the staff that as this disclosure will no
longer be required subsequent to the year of adoption, we plan to
discontinue presenting the per share impacts beginning with our first
quarter 2007 Form 10-Q filing.

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 3

Comment No. 2

Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 17

     2.   Your disclosure appears to identify the following non-GAAP
measures:

1.   gross margin excluding share-based compensation
2.   research and development, excluding share-based compensation
3.   marketing, general and administrative, excluding share-based
     compensation
4.   income taxes, excluding share-based compensation
5.   net income, excluding share-based compensation
6.   fully-diluted earnings per share, excluding the effects of share-
     based compensation on both the numerator and the denominator

     We do not believe that your disclosure addresses with sufficient
precision each of the disclosure points identified in the response to
Question 8 of the June 13, 2003 Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures for each of your non-GAAP
measures identified above.  We request that you consider our
observations below and provide us with a draft of revised disclosures
you would propose to include in future filings to address them.

Note: For clarity we will respond to individual portions of comment
#2 separately:

     Our disclosures include the following non-GAAP financial
measures:

1.   gross margin excluding share-based compensation
2.   research and development, excluding share-based compensation
3.   marketing, general and administrative, excluding share-based
     compensation
4.   operating income, excluding share-based compensation
5.   net income, excluding share-based compensation
6.   diluted earnings per share, excluding the effects of share-based
     compensation on both the numerator and the denominator

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 4

     We acknowledge the staff's comment concerning more specific
identification of considerations for each individual measure. Because
our non-GAAP measures are all similar in that they each exclude, and
only exclude, the effects of share-based compensation, there are
common elements to the disclosure considerations identified in
Question 8 of the Staff's June 13, 2003 Frequently Asked Questions
regarding the Use of Non-GAAP Financial Measures (the "FAQ") for each
of these financial measures.  We would also like to advise the staff
that in managing the company's business on a consolidated basis,
consistent with how we have managed the business for many years prior
to implementation of SFAS 123(R), we do not include the effects of
share-based compensation, other than in evaluating potential
dilution. The adoption of SFAS No. 123(R) did not change the way we
manage our business. This includes budgeting, planning, forecasting,
assessing performance and allocating resources. The revised
disclosure attached to this letter provides specific information
about each individual measure in accordance with the FAQ, including
particularized examples and disclosure when applicable to each non-
GAAP financial measure.

FAQ 8 indicates that management should include the following
disclosure:

Comment No. 2 section 1:

1.   'the manner in which management uses the non-GAAP measure to
     conduct or evaluate its business'

     Your references to "internal managerial purposes," "planning and
     forecasting future periods," and "budget and planning process"
     appear to be too generalized.  Please propose clarifying
     disclosure for each measure that explains more precisely how
     management uses them.  Consider questions similar to the
     following in crafting such disclosure:  Are your tax strategies
     determined exclusive of the effects of share based compensation?
     Are the number of full-time equivalent employees working in
     research and development dependent on the portion of research
     and development expense comprised of share-based compensation?
     How does your non-GAAP research and development measure help you
     make year-to-year comparisons?  For example, if total GAAP
     research and development expenses increased from one-year to the
     next, but the non-GAAP measure of research and development
     decreased because share-based payments constituted a larger
     portion of total compensation, what does management glean about
     performance?

     In the fourth paragraph on page 17, you indicate that you
     include each of the measures identified above to compare period-
     to-period results on a segment basis.  If each non-GAAP measure
     identified above is reported to the SFAS 131 chief operating
     decision maker on a segment basis for purposes of allocating
     resources and assessment performance, please include each such
     amount in your SFAS 131 financial statement footnote disclosure.
     If it is not, please consider the need to revise the referenced
     disclosure.

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 5

     See the second paragraph on page 18.  Clarify in your proposed
     disclosure whether the weighted average number of shares used to
     determine profit-dependent cash incentive compensation paid to
     employees excludes the effects of 123(R) upon the number of
     diluted shares.  Also, please briefly clarify in your proposed
     disclosure how 123(R) affects the number of diluted shares based
     on your unique share-based compensation arrangements.

Response to comment No. 2 section 1 paragraph 1:

     We acknowledge the staff's comment and, as stated above, have
provided particularized examples and disclosure for each specific
measure in our proposed revised disclosure attached to this letter.

Response to comment No. 2 section 1 paragraph 2:

     We acknowledge the staff's comment about the non-GAAP measures
in relation to the review of segment results by our chief operating
decision maker (the CODM). Operating income is the measure of
profitability that our CODM uses for purposes of assessing
performance and allocating resources. Our CODM does not review income
taxes, net income, or earnings per share on a segment basis as we do
not account for taxes or other income and expense on a segment basis
and in fact we do not calculate such items on a segment basis.
Therefore, we are revising our disclosure in future filings as noted
in the draft attached to this letter to reflect that only certain of
our non-GAAP financial measures are reported to the CODM on a segment
basis.

Response to comment No. 2 section 1 paragraph 3:

     We confirm that our profit-dependent cash incentive compensation
paid to employees, including senior management, is calculated using
formulae that incorporate our weighted average diluted common shares
outstanding, excluding the effects of share-based compensation. The
calculation of diluted common shares outstanding, excluding the
effects of share-based compensation, excludes the proceeds from the
remaining unamortized share-based compensation, and adjusts the
proceeds from tax benefits by excluding the effects of share-based
compensation.  The calculation of diluted common shares outstanding,
excluding the effects of share-based compensation is comparable to
the calculation of diluted common shares outstanding, as reported,
prior to the adoption of SFAS 123(R). We are revising our disclosure
in future filings as noted in the draft attached to this letter to
include the above information for added clarity for the reader.

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 6

Comment No. 2 section 2:

2.    'the economic substance behind management's decision to use
          such a measure'

     For each non-GAAP measure, please explain why management uses
     the measure to assess performance.  In this regard, we note that
     you address measurement imprecision for a number of your
     financial statement elements in critical accounting estimates,
     but you do not appear to consider such imprecision in assessing
     performance.  Similarly, we note that share-based compensation
     is one form of total compensation and such total compensation
     arrangements, like organizational structures, management styles,
     distribution methods, and marketing plans, are likely to differ
     among companies and impact profitability differently.  In that
     context, please propose disclosure that helps investors
     understand why management singles out share-based compensation.

     Also, broadly for all the non-GAAP measures, please propose
     disclosure that explains how understanding the portion of total
     compensation represented by share-based compensation helps
     management assess performance.

Response to comment No. 2 section 2:

     The economic substance behind management's decision to use non-
GAAP measures is that at present management has decided to continue
to manage and evaluate the company's operations on the same basis as
prior to adoption of SFAS No. 123(R), at least until there is greater
experience and familiarity with assessing the effects of share-based
compensation. The effects of implementing SFAS No. 123(R) represent a
measurable change in the gross margin, research and development and
marketing, general and administrative expenses, operating income, net
income, and diluted earnings per share, and management believes the
non-GAAP financial measures are appropriate and necessary for both
its own assessment of, and to show the reader, how our performance
compares to fiscal 2005, when these charges were not included in our
results. We will revise our disclosure in future filings as noted in
the draft attached to this letter, to more specifically address the
economic substance and effect on comparability of each non-GAAP
measure used.  These disclosures address how management assesses
performance by excluding share-based compensation from the non-GAAP
financial measures.

     Our decision to single out share-based compensation reflects the
fact that, unlike other critical accounting estimates in which
adjustments and changes in the estimates can fluctuate up or down in
any given period, when comparing 2006 to 2005 share-based
compensation increases the related expenses in all regards. Unlike
other forms of compensation, share-based compensation was not
recognized within cost of sales or any other line item prior to
January 1, 2006 when we adopted the provisions of SFAS No. 123(R).
These period-to-period changes do not reflect and do not provide
comparative information on changes in the compensation arrangements,
organizational structures, management styles, distribution methods or
marketing plans, but reflect solely adoption of the new accounting
standard that significantly affects the company's reported financial
results.  In this regard, we advise the staff that the estimated
difference that share-based compensation will cause when comparing
2006 to 2005 is $1.1B to expenses and 1 percentage point of gross
margin.  On the other

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 7

hand, segment managers are held accountable for other forms of
compensation, and as such those compensation charges are included in
the segments result

Mail Stop 6010
June 19, 2006

Mr. Andy D. Bryant
Executive Vice President and Chief Financial Officer
Intel Corporation
2200 Mission College Boulevard
San Clara, CA  95054-1549

  RE:  Intel Corporation
   Form 10-K for the year ended December 31, 2005
Form 10-Q for the quarter ended April 1, 2006
Form 8-K filed April 19, 2006
   File No.   0-06217

Dear Mr. Bryant:

We have reviewed your filing  and have the following comments.  We have
limited our review of your filing to those i ssues we have addressed in our comments.
Where indicated, we think you should revise yo ur future documents in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 2
Form 10-Q for the quarterly period ended April 1, 2006

Note 3. Employee Equity Incentive Plans, page 5
1. There does not appear to be any basis or  context in GAAP for computing the per
share effects of a form of compensation.  Accordingly, in future filings, please
remove share-based compensation effects on earnings per share from the financial
statements.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17
2. Your disclosure appears to iden tify the following non-GAAP measures:
1. gross margin excluding share-based compensation
2. research and development, excluding share-based compensation
3. marketing, general and administrative,  excluding share-based compensation
4. income taxes, excluding share-based compensation
5. net income, excluding share-based compensation
6. fully-diluted earnings per share, ex cluding the effects of share-based
compensation on both the numerator and the denominator

We do not believe that your disclosure addr esses with sufficient precision each of the
disclosure points identified in the response to Question 8 of the June 13, 2003 Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures for each  of your
non-GAAP measures identified above.  We re quest that you consider our observations
below and provide us with a draft of revise d disclosure you would propose to include in
future filings to address them.

FAQ 8 indicates that management shoul d include the following disclosure:
1. the manner in which management uses the non-GAAP measure to conduct or evaluate its business
Your references to “internal manageri al purposes,” “planning and forecasting
future periods,” and “budget and planning pr ocess” appear to be too generalized.
Please propose clarifying disclosure for each  measure that explains more precisely
how management uses them.  Consider questions similar to the following in
crafting such disclosure:  Are your tax strategies determined exclusive of the
effects of share based compensation?  Are the number of full-time equivalent employees working in research and de velopment dependent on the portion of
research and development expense comp rised of share-based compensation?
How does your non-GAAP research and de velopment measure help you make
year-to-year comparisons?  For example, if total GAAP research and development
expenses increased from one-year to the next, but the non-GAAP measure of
research and development decreased because share-based payments constituted a

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 3
larger portion of total compensation, what does management glean about
performance?

In the fourth paragraph on page 17, you indicate that you include each of the measures identified above to compare period-to-period results on a segment basis.  If each non-GAAP measure identified above is reported to the SFAS 131 chief operating decision maker on a segment basi s for purposes of allocating resources
and assessing performance, please in clude each such amount in your SFAS 131
financial statement footnote disclosure.  If  it is not, please consider the need to
revise the referenced disclosure.

See the second paragraph on page 18.  Clarify in your proposed disclosure whether the weighted average number of  shares used to determine profit-
dependent cash incentive compensation paid  to employees excludes the effects of
123(R) upon the number of diluted shares.  Also, please briefly clarify in your
proposed disclosure how 123(R) affects the number of diluted shares based on
your unique share-based compensation arrangements.

2. the economic substance behind management ’s decision to use such a measure
For each non-GAAP measure, please explai n why management uses the measure
to assess performance.  In this regard, we note that you address measurement
imprecision for a number of your financ ial statement elements in critical
accounting estimates, but you do not appear  to consider such imprecision in
assessing performance.  Similarly, we not e that share-based compensation is one
form of total compensation and such total compensation arrangements, like
organizational structures, management st yles, distribution methods, and marketing
plans, are likely to differ among companies and impact profitability differently.
In that context, please propose disclo sure that helps investors understand why
management singles out share-based compensation.

Also, broadly for all the non-GAAP meas ures, please propose disclosure that
explains how understanding the portion of total compensation represented by
share-based compensation helps management assess performance.

3. the material limitations associated wi th use of the non-GAAP financial measure
as compared to the use of the most directly comparable GAAP financial measure
We are unable to note disclosure responsive to this consideration.  In this regard,
the statements in the third paragraph on page 17 that the non-GAAP measures
should not be viewed as substitutes for GAAP measures or comparable to
similarly titled measures of other companies and the statement in the fourth
paragraph on page 18 stating that shar e-based compensation is an important
element of the company’s compensation st ructure, while factual, do not identify
the material limitations of the non-GAAP m easures you present.  Please provide

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 4
this disclosure for each  non-GAAP measure you present as well as for the number
of shares included in non-GAAP fu lly-diluted earnings per share.

4. the manner in which management compensa tes for these limitations when using
the non-GAAP financial measure
It appears that you ar e attempting to address this consideration in the fourth
paragraph on page 18; however that para graph appears to be overly generalized
and ambiguous.  Please endeavor to a ddress this consideration with more
precision for each non-GAAP measure.  For example, it is unclear what you mean
in the first sentence when you state th at the non-GAAP measures you present
“should not be viewed as a pro forma pres entation reflecting the elimination of
the underlying share-based compensation pr ograms.”  It is unclear how you think
the measures should be viewed as they  do eliminate share-based compensation.
In the second sentence, it is unclear wh at “this aspect of the non-GAAP financial
measures” is that management takes into  consideration; how management takes it
into consideration; and what specific quantitative and qual itative information,
notwithstanding the reference to the discussion under the caption “Employee
Equity Incentive Plans”, management uses  to compensate for the limitations of
each measure.

5. the substantive reasons why management believes the non-GAAP financial
measure provides useful information to investors.
Refer to the third paragraph on page 18.  Please clarify in your disclosure how the
presentation of non-GAAP measures fac ilitates an investor’s comparison of
performance, as opposed to liquidity, on a GAAP basis among other companies.
In this regard, we note that you address measurement imprecision in critical accounting estimates.

Critical Accounting Estimates, Share-based compensation, page 22
3. Please revise future filings to provide quantified  sensitivity analysis disclosure,
not just qualitative information when disc ussing your critical accounting estimates
and assumptions.  Refer to Section V. Critical Accounting Estimates of Release
No. 33-8350: Interpretation – Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations  for
guidance.

Results of Operations, page 25
4. Although your discussions generally identify  factors responsible for changes in
financial statement line items, sometimes they do not include explanation of how
or why the factors arose.   For example, revise in future filings to:
a. Explain why microprocessor average selling prices and motherboard unit sales
decreased;

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 5
b. Explain why revenue in your European  region decreased 19% from March 31,
2005 to March 31, 2006; and
c. Revise your narrative to clarify, and to  quantify the impact upon revenues of
changes from both volume and pri ce during each period presented.

This list is not meant to be all-inclusive.  Apply this general guidance in future filings.

Form 8-K filed April 19, 2006
5. We note the non-GAAP information include d in the press release furnished by
Intel in the Form 8-K filed April 19, 2006.  Intel’ s non-GAAP presentation does
not appear consistent with our guidance and requirements on such presentation.
Please refer to our discussion above re garding your disclosure of non-GAAP
measures.  Revise future filings to addr esses with sufficient precision each of the
disclosure points identified in the response to Question 8 of the June 13, 2003
Frequently Asked Questions Regardi ng the Use of Non-GAAP Financial
Measures for each  of your non-GAAP measures identified.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  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 the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 6
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Julie Sherman, Staff Accountant at (202) 551-3640 or me at
(202) 551-3554 regarding comments on the financ ial statements and related matters.  In
this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

              Sincerely,

        A n g e l a  J .  C r a n e
Branch Chief