Obligation Intelco 3.75% ( US458140BQ26 ) en USD

Intelco

99.828 % ▲

Etats-unis

US458140BQ26 ( en USD )

3.75% par an ( paiement semestriel )

25/03/2027

Prospectus brochure de l'obligation Intel Corp US458140BQ26 en USD 3.75%, échéance 25/03/2027

2 000 USD

1 000 000 000 USD

458140BQ2

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

25/03/2026 ( Dans 44 jours )

Intel Corporation est une multinationale américaine qui conçoit, fabrique et vend des composants informatiques, notamment des microprocesseurs, des chipsets, des cartes mères et autres technologies liées aux semi-conducteurs.

L'Obligation émise par Intelco ( Etats-unis ) , en USD, avec le code ISIN US458140BQ26, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/03/2027

L'Obligation émise par Intelco ( Etats-unis ) , en USD, avec le code ISIN US458140BQ26, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Intelco ( Etats-unis ) , en USD, avec le code ISIN US458140BQ26, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-224472
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
To Be
Offering Price
Aggregate
Amount of
Securities To Be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)(2)
3.400% Senior Notes due 2025

$1,500,000,000

99.845%

$1,497,675,000

$194,398
3.750% Senior Notes due 2027

$1,000,000,000

99.805%

$ 998,050,000

$129,547
3.900% Senior Notes due 2030

$1,500,000,000

99.795%

$1,496,925,000

$194,301
4.600% Senior Notes due 2040

$ 750,000,000

99.909%

$ 749,317,500

$ 97,261
4.750% Senior Notes due 2050

$2,250,000,000

99.889%

$2,247,502,500

$291,726
4.950% Senior Notes due 2060

$1,000,000,000

98.171%

$ 981,710,000

$127,426

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $1,034,659.
(2)
Paid herewith.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-224472

Prospectus Supplement
(To Prospectus dated April 26, 2018)
$8,000,000,000

$1,500,000,000 3.400% Senior Notes due 2025
$1,000,000,000 3.750% Senior Notes due 2027
$1,500,000,000 3.900% Senior Notes due 2030
$ 750,000,000 4.600% Senior Notes due 2040
$2,250,000,000 4.750% Senior Notes due 2050
$1,000,000,000 4.950% Senior Notes due 2060
We are offering $1,500,000,000 of 3.400% Senior Notes due 2025 (the "2025 notes"), $1,000,000,000 of 3.750% Senior Notes due 2027 (the "2027 notes"),
$1,500,000,000 of 3.900% Senior Notes due 2030 (the "2030 notes"), $750,000,000 of 4.600% Senior Notes due 2040 (the "2040 notes"), $2,250,000,000 of 4.750%
Senior Notes due 2050 (the "2050 notes"), and $1,000,000,000 of 4.950% Senior Notes due 2060 (the "2060 notes" and, together with the 2025 notes, the 2027 notes,
the 2030 notes, the 2040 notes and the 2050 notes, the "notes").
The 2025 notes will bear interest at a rate of 3.400% per annum and will mature on March 25, 2025. The 2027 notes will bear interest at a rate of 3.750% per
annum and will mature on March 25, 2027. The 2030 notes will bear interest at a rate of 3.900% per annum and will mature on March 25, 2030. The 2040 notes will
bear interest at a rate of 4.600% per annum and will mature on March 25, 2040. The 2050 notes will bear interest at a rate of 4.750% per annum and will mature on
March 25, 2050. The 2060 notes will bear interest at a rate of 4.950% per annum and will mature on March 25, 2060.
We may redeem some or all of the notes at any time or from time to time at the redemption prices set forth under the heading "Description of Notes--Optional
Redemption" in this prospectus supplement.
The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness. There is no sinking fund for the notes.
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Each series of notes is a new issue of securities with no established trading market. The notes are not and will not be listed on any securities exchange.
Investing in these securities involves certain risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement.

Proceeds to Intel, Before

Public Offering Price (1)

Underwriting Discounts

Expenses (2)

Per Note

Total

Per Note

Total

Per Note

Total
2025 Notes

99.845%

$1,497,675,000
0.100%

$1,500,000

99.745%

$1,496,175,000
2027 Notes

99.805%

$998,050,000
0.100%

$1,000,000

99.705%

$997,050,000
2030 Notes

99.795%

$1,496,925,000
0.100%

$1,500,000

99.695%

$1,495,425,000
2040 Notes

99.909%

$749,317,500
0.250%

$1,875,000

99.659%

$747,442,500
2050 Notes

99.889%

$2,247,502,500
0.250%

$5,625,000

99.639%

$2,241,877,500
2060 Notes

98.171%

$981,710,000
0.250%

$2,500,000

97.921%

$979,210,000

(1)
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from March 25, 2020.
(2)
The underwriters have agreed to reimburse us for certain of our expenses. See "Underwriting."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. as operator of the Euroclear System, on or about March 25, 2020. See
"Underwriting."
Joint Book-Running Managers

BofA Securities

Goldman Sachs & Co. LLC

J.P. Morgan
March 20, 2020
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Information Incorporated by Reference
S-iv
Prospectus Supplement Summary
S-1
Forward-Looking Statements
S-4
Risk Factors
S-7
Use of Proceeds
S-10
Capitalization
S-11
Description of Notes
S-14
Certain Material U.S. Federal Income Tax Considerations
S-25
Underwriting
S-30
Validity of the Notes
S-35
Experts
S-35
PROSPECTUS

About This Prospectus

1
The Company

2
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Description of Capital Stock

9
Description of Other Securities

9
Plan of Distribution

10
Selling Securityholders

11
Legal Matters

11
Experts

11
Where You Can Find More Information

12
Incorporation of Certain Documents By Reference

13

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Table of Contents
We have not, and the underwriters have not, authorized anyone to provide you any information other than that contained or incorporated
by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to
which we have referred you. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any
other information that others may give you. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you
should rely on this prospectus supplement. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information provided in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference in this prospectus supplement and in the accompanying prospectus is accurate as of any
date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise indicated or required by the context, as used in this prospectus supplement, the terms "we," "our," "us" and "Intel" refer to Intel
Corporation and its consolidated subsidiaries.
References herein to "$" and "dollars" are to the currency of the United States. The financial information presented in this prospectus supplement and
the accompanying prospectus has been prepared in accordance with Generally Accepted Accounting Principles in the United States.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about us and the securities we may offer
from time to time under our shelf registration statement, some of which may not apply to this offering of the notes. If the description of the debt securities
we may offer in the accompanying prospectus is different from the description of this offering of the notes in this prospectus supplement, you should rely
on the information contained in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus and any free writing prospectus to which we have referred you and the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus described under "Where You Can Find More
Information" and "Information Incorporated by Reference" in this prospectus supplement before deciding whether to invest in the notes offered by this
prospectus supplement.
You should not consider any information in this prospectus supplement, the accompanying prospectus or any free writing prospectus to which we
have referred you to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business,
financial and related advice regarding the purchase of any of the notes offered by this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and information statements
and amendments to reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and
Exchange Commission (the "SEC"). The SEC maintains an internet website at www.sec.gov that contains periodic and current reports, proxy and
information statements, and other information regarding registrants that file electronically with the SEC.

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Table of Contents
This prospectus supplement is part of a registration statement that we filed with the SEC, using a "shelf" registration process under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the securities to be offered. This prospectus supplement does not contain all of the information set
forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with
respect to Intel Corporation and the notes offered by this prospectus supplement, reference is hereby made to the registration statement. The registration
statement, including the exhibits thereto, may be obtained at the SEC's website set forth above. Statements contained herein concerning any document
filed as an exhibit are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration
statement. Each such statement is qualified in its entirety by such reference.

S-iii
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Table of Contents
INFORMATION INCORPORATED BY REFERENCE
The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. The information incorporated by reference is
considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this
information. This prospectus supplement incorporates by reference the documents listed below (other than portions of these documents that are either
(1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under applicable SEC
rules rather than filed and exhibits furnished in connection with such items):

·
Our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed with the SEC on January 24, 2020; and

·
Our Current Reports on Form 8-K or Form 8-K/A, filed with the SEC on January 21, 2020 (except for the portions thereof furnished pursuant

to Item 7.01 of Form 8-K), January 22, 2020, February 13, 2020, March 13, 2020 and March 13, 2020.
All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus supplement and prior to the termination of this offering will be deemed to be incorporated by reference in this prospectus supplement and to be
part hereof from the date of filing of such reports and other documents. However, we are not incorporating by reference (i) any information provided in
these documents that is described in paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or furnished under
applicable SEC rules rather than filed and exhibits furnished in connection with such items, including information furnished under items 2.02 or 7.01 of
Form 8-K, or (ii) any Form SD, unless, in either case, otherwise specified in such current report, or in such form or in a particular prospectus supplement.
Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this
prospectus supplement or in any other subsequently filed document that is also incorporated by reference in this prospectus supplement modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement.
You may obtain copies of any of these filings from us as described below, through the SEC or through the SEC's internet website as described above.
Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference
into this prospectus supplement, by requesting them from our Investor Relations department, at the following address:
Investor Relations Manager
2200 Mission College Blvd.
M/S RNB4-131
Santa Clara, CA 95054
(800) 628-8688

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus supplement or the
accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether
or not to invest in the notes. You should read this summary together with the more detailed information included elsewhere in, or incorporated by
reference into, this prospectus supplement and the accompanying prospectus, including our consolidated condensed financial statements and the
related notes. You should carefully consider, among other things, the matters discussed in "Risk Factors" in this prospectus supplement, in our
Annual Report on Form 10-K for the year ended December 28, 2019, filed with the SEC on January 24, 2020, and in the documents that we
subsequently file with the SEC as well as the other information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Intel Corporation
Intel was founded in 1968 and our technology has been at the heart of computing breakthroughs ever since. More than 50 years later, we are a
world leader in the design and manufacturing of essential technologies that power the cloud and an increasingly smart, connected world. Intel is
transforming from a PC-centric company to a data-centric company, with workload-optimized solutions designed to help a broad set of customers
process, move, and store ever-increasing amounts of data. This exponential growth of data is reshaping computing and expanding our opportunity.
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We are investing to lead data-driven technology inflections that position us to play a bigger role in the success of our customers. These include:
the rise of AI, the transformation of networks, the intelligent edge emerging with the Internet of Things, and autonomous driving. Intel's ambitions
have never been greater: to create world-changing technology that enriches the lives of every person on earth.
Our principal executive offices are located at 2200 Mission College Boulevard, Santa Clara, California 95054-1549, (408) 765-8080, and our
Internet website address is www.intel.com. Information on or accessible through our Internet website is not a part of this prospectus supplement or the
accompanying prospectus.
Intel, 3D XPoint, Celeron, Intel Agilex, Intel Atom, Intel Core, eASIC, Intel Inside, the Intel logo, the Intel Inside logo, Intel Nervana, Intel
Optane, Itanium, Movidius, Myriad, OpenVINO, Pentium, Quark, Stratix, Thunderbolt, Intel vPro and Xeon are trademarks of Intel Corporation or its
subsidiaries. All other trademarks, trade names and service marks appearing in this prospectus supplement or the documents incorporated by reference
herein are the property of their respective holders.

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The Offering

Issuer
Intel Corporation

Securities Offered
$1,500,000,000 aggregate principal amount of 2025 notes; $1,000,000,000 aggregate
principal amount of 2027 notes; $1,500,000,000 aggregate principal amount of 2030 notes;
$750,000,000 aggregate principal amount of 2040 notes; $2,250,000,000 aggregate principal
amount of 2050 notes; and $1,000,000,000 aggregate principal amount of 2060 notes.

Maturity Date
March 25, 2025 for the 2025 notes; March 25, 2027 for the 2027 notes; March 25, 2030 for
the 2030 notes; March 25, 2040 for the 2040 notes; March 25, 2050 for the 2050 notes; and
March 25, 2060 for the 2060 notes.

Interest Rate
3.400% per annum for the 2025 notes; 3.750% per annum for the 2027 notes; 3.900% per
annum for the 2030 notes; 4.600% per annum for the 2040 notes; 4.750% per annum for the
2050 notes; and 4.950% per annum for the 2060 notes.

Interest Payment Dates
Interest on the notes will be paid semi-annually in arrears on March 25 and September 25 of
each year, beginning on September 25, 2020.

Ranking
The notes are unsecured and will rank equally in right of payment with all of our other senior
unsecured indebtedness from time to time outstanding.

Optional Redemption
We may redeem the notes, in whole or in part, at any time at the applicable redemption
prices described under the heading "Description of Notes--Optional Redemption" in this
prospectus supplement.

Use of Proceeds
We expect to receive net proceeds of $7.96 billion from the sale of the notes offered hereby,
before expenses but after deducting the underwriting discount. We intend to use the net
proceeds from the offering for general corporate purposes, including, but not limited to,
refinancing of outstanding debt, funding for working capital and capital expenditures.

Further Issuances
We may from time to time, without notice to or the consent of the holders of any series of
notes, create and issue further notes ranking equally and ratably with such series of notes in
all respects (or in all respects except for the issue date, the offering price and, if applicable,
the payment of interest accruing prior to the issue date of such additional notes and the first
payment of interest following the issue
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date of such additional notes); provided, that if such additional notes are not fungible with the
notes of the applicable series offered hereby for U.S. federal income tax purposes, such

additional notes will have one or more separate CUSIP numbers. Any further notes will have
the same terms as to status, redemption or otherwise as the notes.

Form of Notes
We will issue the notes of each series in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company ("DTC"). Investors
may elect to hold the interests in the global notes through any of DTC, the Euroclear System
("Euroclear"), or Clearstream Banking, société anonyme ("Clearstream"), as described under
"Description of Notes--Book-Entry; Delivery and Form; Global Notes" in this prospectus
supplement.

Risk Factors
You should consider carefully all the information set forth and incorporated by reference in
this prospectus supplement and the accompanying prospectus and, in particular, you should
evaluate the specific factors set forth under the heading "Risk Factors" beginning on
page S-7 of this prospectus supplement, as well as the other information contained or
incorporated herein by reference, before investing in any of the notes offered hereby.

Governing Law
The indenture governing the notes is, and the notes will be, governed by, and construed in
accordance with, the laws of the State of New York.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein, include
forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking
statements include all statements other than statements of historical facts contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein or therein. Words such as "expects," "goals," "plans," "believes," "continues," "may," "will," and variations of
such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our
future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are
forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we
believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and
financial needs. These forward-looking statements could be affected by the uncertainties and risk factors described throughout this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein and therein. We claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Our actual results may
differ materially, and these forward-looking statements do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business
combinations that had not been completed as of the date of this prospectus supplement. Any of the following factors may impact our achievement of
results.

·
Demand for our products is highly variable and can differ from expectations due to factors including changes in business and economic
conditions; customer confidence or income levels, and the levels of customer capital spending; the introduction, availability and market

acceptance of our products, products used together with our products, and competitors' products; competitive and pricing pressures, including
actions taken by competitors; supply constraints and other disruptions affecting customers; changes in customer order patterns including order
cancellations; changes in customer needs and emerging technology trends; and changes in the level of inventory at customers.

·
Our results could vary significantly from expectations based on capacity utilization; variations in inventory valuation, including variations
related to the timing of qualifying products for sale; changes in revenue levels; segment product mix; the timing and execution of the
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manufacturing ramp and associated costs; excess or obsolete inventory; changes in unit costs; defects or disruptions in the supply of materials

or resources; and product manufacturing quality/yields. Variations in results may also be caused by the timing of our product introductions
and related expenses, including marketing programs, and our ability to respond quickly to technological developments and to introduce new
products or incorporate new features into existing products, as well as decisions to exit product lines or businesses, which may result in
restructuring and asset impairment charges.

·
Our results could be affected by adverse economic, social, political and physical/infrastructure conditions in countries where we, our
customers or our suppliers operate, including recession or slowing growth, military conflict and other security risks, natural disasters,
infrastructure disruptions, health concerns, fluctuations in currency exchange rates, sanctions and tariffs, political disputes, and continuing

uncertainty regarding social, political, immigration, and tax and trade policies in the U.S. and abroad, including the United Kingdom's vote to
withdraw from the European Union. Results may also be affected by the formal or informal imposition by countries of new or revised export
and/or import and doing-business regulations, which can be changed without prior notice.

·
We operate in highly competitive industries and our operations have high costs that are either fixed or difficult to reduce in the short term. In
addition, in connection with our strategic transformation to a data-centric company, we have entered new areas and introduced adjacent

products, where we face new sources of competition and uncertain market demand or acceptance of our products, and these new areas and
products do not grow as projected.

S-4
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·
The amount, timing and execution of our stock repurchase program fluctuates based on our priorities for the use of cash for other purposes--

such as investing in our business, including operational and capital spending, acquisitions, and returning cash to our stockholders as dividend
payments--and because of changes in cash flows, tax laws, or the market price of our common stock.

·
Our expected tax rate is based on current tax law, including current interpretations of the Tax Cuts and Jobs Act of 2017 ("TCJA"), and
current expected income and may be affected by evolving interpretations of TCJA; changes in the volume and mix of profits earned across

jurisdictions with varying tax rates; changes in the estimates of credits, benefits and deductions; the resolution of issues arising from tax
audits with various tax authorities, including payment of interest and penalties; and the ability to realize deferred tax assets.

·
Our results can be affected by gains or losses from equity securities and interest and other, which can vary depending on gains or losses on

the change in fair value, sale, exchange, or impairments of equity and debt investments, interest rates, cash balances, and changes in fair
value of derivative instruments.

·
Product defects or errata (deviations from published specifications) can adversely impact our expenses, revenues and reputation.

·
We or third parties regularly identify security vulnerabilities with respect to our processors and other products as well as the operating
systems and workloads running on them. Security vulnerabilities and any limitations of, or adverse effects resulting from, mitigation
techniques can adversely affect our results of operations, financial condition, customer relationships, prospects, and reputation in a number of
ways, any of which may be material, including incurring significant costs related to developing and deploying updates and mitigations,

writing down inventory value, a reduction in the competitiveness of our products, defending against product claims and litigation, responding
to regulatory inquiries or actions, paying damages, addressing customer satisfaction considerations, or taking other remedial steps with
respect to third parties. Adverse publicity about security vulnerabilities or mitigations could damage our reputation with customers or users
and reduce demand for our products and services. A detailed description of these risks is set forth in the "Risk Factors" section of our most
recent report on Form 10-K.

·
Our results can be affected by litigation or regulatory matters involving intellectual property, stockholder, consumer, antitrust, commercial,
disclosure and other issues. An unfavorable ruling could include monetary damages or an injunction prohibiting us from manufacturing or

selling one or more products, precluding particular business practices, impacting our ability to design its products, or requiring other remedies
such as compulsory licensing of intellectual property.

·
Our results may be affected by the timing of closing of acquisitions, divestitures and other significant transactions. In addition, these
transactions do not always achieve our financial or strategic objectives, and can disrupt our ongoing business and adversely impact our results

of operations. We may not realize the expected benefits of portfolio decisions due to numerous risks, including unfavorable prices and terms;
changes in market conditions; limitations due to regulatory or governmental approvals, contractual terms, or other conditions; and potential
continued financial obligations associated with such transactions.

·
Our results may be affected by the other risks, uncertainties and assumptions included in our periodic reports and in other documents that we

file with the SEC.
This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would affect our business. In
light of these factors, the forward-looking events and circumstances discussed in this prospectus supplement or the accompanying prospectus may not occur
and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. These statements are based on
information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.
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Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law, you are advised to consult any additional disclosures we make in our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. See "Where You Can Find More Information" in this prospectus supplement.

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Table of Contents
RISK FACTORS
An investment in the notes involves certain risks. You should carefully consider the risk factors described under "Risk Factors" in our Annual
Report on Form 10-K for the year ended December 28, 2019, as well as the other information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making an investment decision. Additional risks and uncertainties not now known to us or that we
now deem immaterial may also adversely affect our business or financial performance. Our business, financial condition, results of operations or cash
flows could be materially adversely affected by any of these risks. The market or trading price of the notes could decline due to any of these risks or other
factors, and you may lose all or part of your investment.
In addition to the risks relating to us described in our reports described above and any subsequent filings, the following are additional risks relating
to an investment in the notes.
Risks Related to the Offering
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available
therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of
creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such
subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be effectively
subordinated to all liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
The notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under
the notes.
The notes are our unsecured general obligations, ranking equally with other senior unsecured indebtedness, including senior unsecured guarantees of
indebtedness such as our guarantee of certain senior notes issued by Altera. The indenture governing the notes permits us and our subsidiaries to incur
additional debt, including secured debt. If we incur any secured debt, our assets and the assets of our subsidiaries will be subject to prior claims by our
secured creditors. In the event of our bankruptcy, liquidation, reorganization or other winding up, assets that secure debt will be available to pay obligations
on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all
of our unsecured and unsubordinated creditors, including our trade creditors. If we incur any additional obligations that rank equally with the notes,
including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the notes and the previously issued notes in
any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount
of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the notes then outstanding would remain
unpaid.
The limited covenants in the indenture for the notes and the terms of the notes do not provide protection against some types of important corporate
events and may not protect your investment.
The indenture for the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not

protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

·
limit our subsidiaries' ability to incur indebtedness, which could structurally rank senior to the notes;

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·
limit our ability to incur secured indebtedness that would effectively rank senior to the notes to the extent of the value of the assets securing

the indebtedness, or to engage in sale/leaseback transactions;

·
limit our ability to incur indebtedness that is equal in right of payment to the notes;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our

subsidiaries and therefore would be structurally senior to the notes;

·
restrict our ability to repurchase or prepay our securities;

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other

securities ranking junior to the notes;

·
restrict our ability to enter into highly leveraged transactions; or

·
require us to repurchase the notes in the event of a change in control.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict
our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events, such as certain acquisitions,
refinancings or recapitalizations that could substantially and adversely affect our capital structure and the value of the notes. For these reasons, you should
not consider the covenants in the indenture as a significant factor in evaluating whether to invest in the notes.
Changes in our credit ratings may adversely affect your investment in the notes.
The major debt rating agencies routinely evaluate our debt. These ratings are not recommendations to purchase, hold or sell the notes, inasmuch as
the ratings do not comment as to market price or suitability for a particular investor, are limited in scope, and do not address all material risks relating to an
investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. The ratings are based on current information
furnished to the ratings agencies by us and information obtained by the ratings agencies from other sources. An explanation of the significance of such
rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or
that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so
warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a
downgrade, could affect the market value and liquidity of the notes and increase our corporate borrowing costs.
Active trading markets for the notes may not develop; the market prices of the notes may be volatile.
There is no existing market for any series of the notes. We will not apply for listing of the notes on any securities exchange or any automated
quotation system. Accordingly, there can be no assurance that trading markets for the notes will ever develop or will be maintained. Further, there can be
no assurance as to the liquidity of any market that may develop for the notes, your ability to sell your notes or the prices at which you will be able to sell
your notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates, our financial condition and results of
operations, the then-current ratings assigned to the notes, the market for similar securities and the financial markets generally. Any trading markets that
develop would be affected by many factors independent of and in addition to the foregoing, including:

·
time remaining to the maturity of the notes;

·
outstanding amount of the notes;

·
the terms related to optional redemption of the notes; and

·
the level, direction and volatility of market interest rates generally.

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Optional redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem these notes at times when prevailing interest rates may be
relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable security at an effective interest rate as
high as that of the notes.
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Risks Related to the Coronavirus
The recent novel coronavirus (COVID-19) outbreak could materially adversely affect our financial condition and results of operations.
The novel strain of the coronavirus identified in China in late 2019 has globally spread throughout other areas such as Asia, Europe, the Middle East,
and North America and has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions,
quarantines, shelter in place orders, and shutdowns. These measures have impacted and may further impact our workforce and operations, the operations of
our customers, and those of our respective vendors and suppliers. We have significant manufacturing operations in the U.S., Ireland, Israel, China,
Malaysia, and Vietnam, and each of these countries has been affected by the outbreak and taken measures to try to contain it. There is considerable
uncertainty regarding such measures and potential future measures, and restrictions on our access to our manufacturing facilities or on our support
operations or workforce, or similar limitations for our vendors and suppliers, and restrictions or disruptions of transportation, such as reduced availability of
air transport, port closures, and increased border controls or closures, could limit our capacity to meet customer demand and have a material adverse effect
on our financial condition and results of operations.
The outbreak has significantly increased economic and demand uncertainty. It is likely that the current outbreak or continued spread of COVID-19
will cause an economic slowdown, and it is possible that it could cause a global recession. Risks related to a slowdown or recession are described in our
risk factor titled "Global or regional conditions can harm our financial results" under "Risk Factors" in our Annual Report on Form 10-K for the year
ended December 28, 2019.
The spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations, and cancellation of
physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we
determine are in the best interests of our employees, customers, partners, and suppliers. There is no certainty that such measures will be sufficient to
mitigate the risks posed by the virus, and our ability to perform critical functions could be harmed.
The degree to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,
including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to
what extent normal economic and operating conditions can resume.

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USE OF PROCEEDS
We expect to receive net proceeds of $7.96 billion from the sale of the notes offered hereby, before expenses but after deducting the underwriting
discount. We intend to use the net proceeds from the offering of the notes for general corporate purposes, including, but not limited to, refinancing of
outstanding debt, funding for working capital and capital expenditures. Pending the final application of the net proceeds from the offering, we may invest
such net proceeds in cash, cash equivalents, investment grade securities or other marketable securities and short-term instruments.

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CAPITALIZATION
The following table sets forth our cash and cash equivalents, short-term investments, trading assets, other long-term investments and total
capitalization on a consolidated basis as of December 28, 2019:

·
on an actual basis;

·
on an as adjusted basis to reflect:

· the issuance of $8,000,000,000 of notes offered hereby; and

· the receipt of the net proceeds (before expenses but after deducting the underwriting discount) from the issuance of the notes offered

hereby.
You should read the following table along with our financial statements and the accompanying notes to those statements, together with
management's discussion and analysis of financial condition and results of operations, contained in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus.

As of December 28, 2019(1)

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Document Outline

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