Bond Intelco 0.0315% ( US458140AX85 ) in USD

Intelco

95.876 % ▼

United States

US458140AX85 ( in USD )

0.0315% per year ( payment 2 times a year)

11/05/2027 - Bond has expired

Prospectus brochure of the bond Intel Corp US458140AX85 in USD 0.0315%, expired

2 000 USD

1 000 000 000 USD

458140AX8

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

Intel Corporation designs, manufactures, and sells computer chips, including microprocessors, memory, and other related technologies.

The Bond issued by Intelco ( United States ) , in USD, with the ISIN code US458140AX85, pays a coupon of 0.0315% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/05/2027

The Bond issued by Intelco ( United States ) , in USD, with the ISIN code US458140AX85, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Intelco ( United States ) , in USD, with the ISIN code US458140AX85, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-207633
CALCULATION OF REGISTRATION FEE

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

Registered

Unit

Price
Registration Fee(1)(2)
Floating Rate Notes due 2020

$700,000,000

100.000%

$700,000,000

$81,130
Floating Rate Notes due 2022

$800,000,000

100.000%

$800,000,000

$92,720
1.850% Senior Notes due 2020
$1,000,000,000
99.962%

$999,620,000

$115,856
2.350% Senior Notes due 2022

$750,000,000

99.939%

$749,542,500

$86,872
2.875% Senior Notes due 2024
$1,250,000,000
99.975%
$1,249,687,500
$144,839
3.150% Senior Notes due 2027
$1,000,000,000
99.668%

$996,680,000

$115,515
4.100% Senior Notes due 2047
$1,000,000,000
99.419%

$994,190,000

$115,227

(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
$752,159.
(2)
Paid herewith.
Table of Contents
Prospectus Supplement
(To Prospectus dated October 28, 2015)
$6,500,000,000

$700,000,000 Floating Rate Senior Notes due 2020
$800,000,000 Floating Rate Senior Notes due 2022
$1,000,000,000 1.850% Senior Notes due 2020
$750,000,000 2.350% Senior Notes due 2022
$1,250,000,000 2.875% Senior Notes due 2024
$1,000,000,000 3.150% Senior Notes due 2027
$1,000,000,000 4.100% Senior Notes due 2047

We are offering $700,000,000 of Floating Rate Senior Notes due 2020 (the "2020 floating rate notes"), $800,000,000 of Floating Rate Senior Notes due 2022 (the
"2022 floating rate notes" and, together with the 2020 floating rate notes, the "floating rate notes"), $1,000,000,000 of 1.850% Senior Notes due 2020 (the "2020 fixed rate
notes"), $750,000,000 of 2.350% Senior Notes due 2022 (the "2022 fixed rate notes"), $1,250,000,000 of 2.875% Senior Notes due 2024 (the "2024 fixed rate notes"),
$1,000,000,000 of 3.150% Senior Notes due 2027 (the "2027 fixed rate notes"), and $1,000,000,000 of 4.100% Senior Notes due 2047 (the "2047 fixed rate notes" and,
together with the 2020 fixed rate notes, the 2022 fixed rate notes, the 2024 fixed rate notes and the 2027 fixed rate notes, the "fixed rate notes"). We refer to the floating
rate notes and the fixed rate notes together as the "notes."
The 2020 floating rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.08% and will mature on May 11, 2020. The 2022 floating rate
notes will bear interest at a floating rate equal to three-month LIBOR plus 0.35% and will mature on May 11, 2022. We will pay interest on the floating rate notes
quarterly on February 11, May 11, August 11 and November 11 of each year, beginning on August 11, 2017.
The 2020 fixed rate notes will bear interest at a rate of 1.850% per annum, and will mature on May 11, 2020. The 2022 fixed rate notes will bear interest at a rate of
2.350% per annum and will mature on May 11, 2022. The 2024 fixed rate notes will bear interest at a rate of 2.875% per annum and will mature on May 11, 2024. The
2027 fixed rate notes will bear interest at a rate of 3.150% per annum and will mature on May 11, 2027. The 2047 fixed rate notes will bear interest at a rate of 4.100%
per annum and will mature on May 11, 2047. We will pay interest on the fixed rate notes semi-annually on May 11 and November 11 of each year, beginning on
November 11, 2017
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We may redeem some or all of the fixed rate 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 floating rate notes will not be redeemable.
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. 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-6 of this prospectus supplement.

Proceeds to Intel,

Public Offering Price (1)

Underwriting Discounts
Before Expenses (2)

Per

Per Note

Total

Note

Total
Per Note

Total

2020 Floating Rate Notes
100.000% $ 700,000,000 0.10% $
700,000 99.900% $ 699,300,000
2022 Floating Rate Notes
100.000% $ 800,000,000 0.12% $
960,000 99.880% $ 799,040,000
2020 Fixed Rate Notes
99.962% $ 999,620,000 0.10% $ 1,000,000 99.862% $ 998,620,000
2022 Fixed Rate Notes
99.939% $ 749,542,500 0.12% $
900,000 99.819% $ 748,642,500
2024 Fixed Rate Notes
99.975% $1,249,687,500 0.15% $ 1,875,000 99.825% $1,247,812,500
2027 Fixed Rate Notes
99.668% $ 996,680,000 0.20% $ 2,000,000 99.468% $ 994,680,000
2047 Fixed Rate Notes
99.419% $ 994,190,000 0.40% $ 4,000,000 99.019% $ 990,190,000

(1) The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from May 11, 2017.
(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 May 11, 2017. See
"Underwriting."

Joint Book-Running Managers

J.P. Morgan

Morgan Stanley

Citigroup
Co-Managers

Blaylock Van, LLC

Ramirez & Co., Inc.
May 8, 2017
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-6
Ratio of Earnings to Fixed Charges
S-9
Use of Proceeds
S-
10
Capitalization
S-
11
Description of Notes
S-
13
Certain Material U.S. Federal Income Tax Considerations
S-
25
Underwriting
S-
30
Validity of the Notes
S-
36
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Experts
S-
36
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

8
Description of Other Securities

9
Plan of Distribution

9
Selling Securityholders
10
Legal Matters
10
Experts
11
Where You Can Find More Information
11
Incorporation of Certain Documents By Reference
12

S-i
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.
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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"). You may read and copy any materials we file at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further information about the Public Reference Room. The SEC
also 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.

S-ii
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 inspected at the Public Reference Room maintained by the
SEC at the address set forth above or 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
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 31, 2016, filed with the SEC on February 17, 2017 (including the

portions of our Definitive Proxy Statement on Schedule 14A that we incorporate by reference in such Annual Report, filed with the
SEC on April 6, 2017);

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017, filed with the SEC on April 27, 2017; and

· Our Current Reports on Form 8-K, filed with the SEC on March 6, 2017, March 13, 2017, March 23, 2017 and May 3, 2017.
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
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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

S-iv
Table of Contents
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 our Annual
Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 17, 2017, as supplemented by our Quarterly
Report on Form 10-Q for the quarter ended April 1, 2017, filed with the SEC on April 27, 2017, 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
We are a world leader in the design and manufacturing of essential products and technologies that power the cloud and an increasingly
smart, connected world. Intel delivers computer, networking, and communications platforms to a broad set of customers, including original
equipment manufacturers (OEMs), original design manufacturers (ODMs), cloud and communications service providers, as well as industrial,
communications and automotive equipment manufacturers. We are expanding the boundaries of technology through our relentless pursuit of
Moore's Law and computing breakthroughs that make amazing experiences possible.
We were incorporated in California in 1968 and reincorporated in Delaware in 1989. 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, the Intel logo, Intel Atom, Celeron, Celeron Inside, Intel Core, Intel Inside, the Intel Inside logo, Itanium, Pentium, Pentium Inside,
Quark, Intel RealSense, True Key, Thunderbolt, Xeon, Intel Xeon Phi, 3D XPoint, and Ultrabook are trademarks of Intel Corporation in the
U.S. and/or other countries. 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.

S-1
Table of Contents
The Offering

Issuer

Intel Corporation
Securities Offered
$700,000,000 aggregate principal amount of 2020 floating rate notes;
$800,000,000 aggregate principal amount of 2022 floating rate notes;
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$1,000,000,000 aggregate principal amount of 2020 fixed rate notes;
$750,000,000 aggregate principal amount of 2022 fixed rate notes;
$1,250,000,000 aggregate principal amount of 2024 fixed rate notes;
$1,000,000,000 aggregate principal amount of 2027 fixed rate notes; and

$1,000,000,000 aggregate principal amount of 2047 fixed rate notes.
Maturity Date
May 11, 2020 for the 2020 floating rate notes;
May 11, 2022 for the 2022 floating rate notes;
May 11, 2020 for the 2020 fixed rate notes;
May 11, 2022 for the 2022 fixed rate notes;
May 11, 2024 for the 2024 fixed rate notes;
May 11, 2027 for the 2027 fixed rate notes; and

May 11, 2047 for the 2047 fixed rate notes.
Interest Rate
Three-month LIBOR plus 0.08% per annum for the 2020 floating rate notes;
Three-month LIBOR plus 0.35% per annum for the 2022 floating rate notes;
1.850% per annum for the 2020 fixed rate notes;
2.350% per annum for the 2022 fixed rate notes;
2.875% per annum for the 2024 fixed rate notes;
3.150% per annum for the 2027 fixed rate notes; and
4.100% per annum for the 2047 fixed rate notes.

The interest rate for the floating rate notes will be determined on the second London
business day immediately preceding the first day of the applicable interest period. The
interest rate for the 2020 floating rate notes for the initial interest period will be three-month
LIBOR plus 0.08%, determined on the second London business day immediately preceding
the scheduled closing date. The interest rate for the 2022 floating rate notes for the initial
interest period will be three-month LIBOR plus 0.35%, determined on the second London

business day immediately preceding the scheduled closing date.
Interest Payment Dates
Interest on the floating rate notes will be paid quarterly in arrears on February 11, May 11,
August 11 and November 11 of each year, beginning on August 11, 2017.

Interest on the fixed rates notes will be paid semi-annually in arrears on May 11 and

November 11 of each year, beginning on November 11, 2017.
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 fixed rate 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. The floating rate notes will not be redeemable.

S-2
Table of Contents
Use of Proceeds
We expect to receive net proceeds of $6.48 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, which may include refinancing

of outstanding debt or share repurchases.
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 date of such additional notes); provided, that if such
additional notes are not fungible with the notes of the applicable series offered hereby for
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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-6 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.

S-3
Table of Contents
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 could be different from expectations due to factors including changes in business and
economic conditions; consumer confidence or income levels; 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; and changes in the level of inventory at customers.

· Our gross margin percentage 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 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 gross margin may also be caused by the
timing of our product introductions and related expenses, including marketing expenses, and our ability to respond quickly to
technological developments and to introduce new products or incorporate new features into existing products, 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
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customers or our suppliers operate, including military conflict and other security risks, natural disasters, infrastructure disruptions,

health concerns and fluctuations in currency exchange rates, sanctions and tariffs, and the United Kingdom referendum 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 could 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.

· Our expected tax rate is based on current tax law and current expected income and may be affected by the jurisdictions in which profits

are determined to be earned and taxed; 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.

S-4
Table of Contents
· Gains or losses from equity securities and interest and other could vary from expectations depending on gains or losses on the sale,

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

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

· Our results may be affected by litigation or regulatory matters involving intellectual property, stockholder, consumer, antitrust,
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 our products or requiring other
remedies such as compulsory licensing of intellectual property.

· Our results may be affected by factors that could cause the implementation of, and expected results from, the restructuring plan
announced on April 19, 2016 to differ from Intel's expectations. A detailed description of risks associated with the restructuring plan

and factors that could cause actual results of the restructuring plan to differ is set forth in the "Forward Looking Statements" paragraph
included in Item 2.05 of our Current Report on Form 8-K filed on April 19, 2016.

· Our results may be affected by the timing of closing of acquisitions, divestitures and other significant transactions. In addition, risks
associated with our planned acquisition of Mobileye N.V. are described in the "Forward Looking Statements" section of Intel's press

release entitled "Intel to Acquire Mobileye; Combining Technology and Talent to Accelerate the Future of Autonomous Driving" filed
as exhibit 99.1 to our Current Report on Form 8-K filed on March 13, 2017, which is incorporated by reference in this prospectus
supplement.

· 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.
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 Report 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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RISK FACTORS
An investment in the notes involves certain risks. You should carefully consider the risk factors described under "Risk Factors" in our
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Annual Report on Form 10-K for the year ended December 31, 2016, as supplemented by our Quarterly Report on Form 10-Q for the quarter
ended April 1, 2017, 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.
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;

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

· 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;
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· 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. Because
the covenants are limited, 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 and 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. The market prices of the floating rate notes will be influenced by the three-month LIBOR rate, volatility in that rate and events
that affect LIBOR rates 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 fixed rate 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 fixed rate notes.
We have the right to redeem some or all of the fixed rate 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 fixed rate notes.
The amount of interest payable on the floating rate notes is set only once per quarter based on the three-month LIBOR rate on the interest
determination date, which rate may fluctuate substantially.
In the past, the level of the three-month LIBOR rate has experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of the three-month LIBOR rate are not necessarily indicative of future levels. Any historical upward or downward trend in
the three-month LIBOR rate is not an indication that the three-month LIBOR rate is more or less likely to increase or decrease at any time during a
floating rate interest period, and you should not take the historical levels of the three-month LIBOR rate as an indication of its future performance.
You should further note that although the actual three-month LIBOR rate on an interest payment date or at other times during an interest period
may be higher than the three-month LIBOR rate on the applicable interest determination date, you will not benefit from the three-month LIBOR
rate at any time other than on the interest determination date for such interest period. As a result, changes in the three-month LIBOR rate may not
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