Intel (INTC) 8-KOther Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2021

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (408) 765-8080

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On August 12, 2021, Intel Corporation (“Intel”) issued $1,000,000,000 aggregate principal amount of 1.600% Senior Notes due 2028 (the “2028 Notes”), $1,250,000,000 aggregate principal amount of 2.000% Senior Notes due 2031 (the “2031 Notes”), $750,000,000 aggregate principal amount of 2.800% Senior Notes due 2041 (the “2041 Notes”), $1,250,000,000 aggregate principal amount of 3.050% Senior Notes due 2051 (the “2051 Notes”) and $750,000,000 aggregate principal amount of 3.200% Senior Notes due 2061 (the “2061 Notes” and, together with the 2028 Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated August 10, 2021 (the “Underwriting Agreement”) among Intel and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”). The aggregate principal amount of the Notes is $5.00 billion, and the net proceeds from the offering are approximately $4.98 billion, before expenses but after deducting the underwriting discounts.

The offering of the Notes sold pursuant to the Underwriting Agreement was registered under Intel’s registration statement on Form S-3 filed on January 22, 2021 (File No. 333-252340) 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 seventeenth supplemental indenture between Intel and the Trustee, dated as of August 12, 2021 (the “Seventeenth Supplemental Indenture”).

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Seventeenth 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) and Exhibit 4.1 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 1.600% Senior Note due 2028, the form of the 2.000% Senior Note due 2031, the form of the 2.800% Senior Note due 2041, the form of the 3.050% Senior Note due 2051 and the form of the 3.200% Senior Note due 2061, which are attached as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6 to this Current Report, respectively, and incorporated by reference herein.

(d) Exhibits.

The following exhibits are filed as part of this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.