Item 8.01 Other Events.

On February 13, 2020, Intel Corporation ("Intel") issued $750,000,000 aggregate principal amount of 2.450% Senior Notes due 2029 (the "2029 Notes"), $500,000,000 aggregate principal amount of 3.250% Senior Notes due 2049 (the "2049 Notes") and $1,000,000,000 aggregate principal amount of 3.100% Senior Notes due 2060 (the "2060 Notes" and, together with the 2029 Notes and the 2049 Notes, the "Notes") pursuant to the terms of an underwriting agreement dated February 10, 2020 (the "Underwriting Agreement") among Intel and Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"). The aggregate principal amount of the Notes is $2.25 billion, and the net proceeds from the offering are approximately $2.29 billion, before expenses but after deducting the underwriting discount. The 2029 Notes were consolidated, form a single series and are fully fungible with the 2.450% Senior Notes due 2029 that were issued on November 21, 2019 in aggregate principal amount of $1,250,000,000. After giving effect to the issuance of the 2029 Notes, there is $2,000,000,000 aggregate principal amount of 2.450% Senior Notes due 2029 outstanding. The 2049 Notes were consolidated, form a single series and are fully fungible with the 3.250% Senior Notes due 2049 that were issued on November 21, 2019 in aggregate principal amount of $1,500,000,000. After giving effect to the issuance of the 2049 Notes, there is $2,000,000,000 aggregate principal amount of 3.250% Senior Notes due 2049 outstanding.

The offering of the Notes sold pursuant to the Underwriting Agreement was registered under Intel's registration statement on Form S-3 filed on April 26, 2018 (File No. 333-224472) and the Notes were issued pursuant to an indenture between Intel and Wells Fargo Bank, National Association, as successor trustee (the "Trustee"), dated as of March 29, 2006 (the "Base Indenture"), as supplemented by the first supplemental indenture between Intel and the Trustee, dated as of December 3, 2007 (the "First Supplemental Indenture"), as further supplemented by the fourteenth supplemental indenture between Intel and the Trustee, dated as of February 13, 2020 with respect to the 2029 Notes and the 2049 Notes (the "Fourteenth Supplemental Indenture") and the fifteenth supplemental indenture between Intel and the Trustee, dated as of February 13, 2020 with respect to the 2060 Notes (the "Fifteenth Supplemental Indenture").

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are attached as Exhibit 1.1 to this Current Report, Exhibit 4.4 to Form S-3 filed on March 30, 2006 (File No. 333-132865), Exhibit 4.2.4 to Form 10-K filed on February 20, 2008 (File No. 000-06217), Exhibit 4.1 to this Current Report and Exhibit 4.2 to this Current Report, respectively, and incorporated by reference herein. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of the 2.450% Senior Note due 2029, the form of the 3.250% Senior Note due 2049 and the form of the 3.100% Senior Note due 2060, which are attached as Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5 to this Current Report, respectively, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this Report.




  Exhibit Number       Description

  1.1                    Underwriting Agreement, dated as of February 10, 2020, among
                       Intel Corporation and Goldman Sachs & Co. LLC and Wells Fargo
                       Securities, LLC, as representatives of the several
                       underwriters named therein

  4.1                    Fourteenth Supplemental Indenture, dated as of February 13,
                       2020, between Intel Corporation and Wells Fargo Bank, National
                       Association, as successor trustee

  4.2                    Fifteenth Supplemental Indenture, dated as of February 13,
                       2020, between Intel Corporation and Wells Fargo Bank, National
                       Association, as successor trustee

  4.3                    Form of 2.450% Senior Note due 2029 (incorporated by
                       reference to Exhibit 4.2 of Intel's Current Report on Form 8-K
                       as filed on November 21, 2019, Commission File No. 000-06217)

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  4.4                  Form of 3.250% Senior Note due 2049 (incorporated by reference
                     to Exhibit 4.3 of Intel's Current Report on Form 8-K as filed on
                     November 21, 2019, Commission File No. 000-06217)

  4.5                  Form of 3.100% Senior Note due 2060

  5.1                  Opinion of Gibson, Dunn and Crutcher LLP

  23.1                 Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit
                     5.1)

  104                Cover Page Interactive Data File, formatted in Inline XBRL and
                     included as Exhibit 101

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