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INTC > SEC Filings for INTC > Form 8-K on 11-Dec-2012All Recent SEC Filings

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Form 8-K for INTEL CORP


11-Dec-2012

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On December 11, 2012, Intel Corporation (the "Company") issued $3,000,000,000 aggregate principal amount of its 1.350% notes due 2017 (the "2017 Notes"), $1,500,000,000 aggregate principal amount of its 2.700% notes due 2022 (the "2022 Notes"), $750,000,000 aggregate principal amount of its 4.000% notes due 2032 (the "2032 Notes") and $750,000,000 aggregate principal amount of its 4.250% notes due 2042 (the "2042 Notes" and, together with the 2017 Notes, the 2022 Notes and the 2032 Notes, the "Notes") pursuant to the terms of an underwriting agreement dated December 4, 2012 (the "Underwriting Agreement") among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein. The Notes sold pursuant to the Underwriting Agreement were registered under the Company's registration statement on Form S-3 filed on December 4, 2012 (File No. 333-185253) and were issued pursuant to an indenture dated as of March 29, 2006 (the "Base Indenture"), as supplemented by the first supplemental indenture dated as of December 3, 2007 (the "First Supplemental Indenture") and the third supplemental indenture dated as of December 11, 2012 (the "Third Supplemental Indenture") between the Company and Wells Fargo Bank, National Association, as successor trustee.

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Third Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.01 to Form 8-K filed December 6, 2012, Exhibit 4.4 to Form S-3 filed March 30, 2006, Exhibit 4.2.4 to Form 10-K filed February 20, 2008 and Exhibit 4.01 hereto, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of 1.350% Note due 2017, form of 2.700% Note due 2022, form of 4.000% Note due 2032 and form of 4.250% Note due 2042, which are filed hereto as Exhibit 4.02, Exhibit 4.03, Exhibit 4.04 and Exhibit 4.05, respectively, and incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this Report.

Exhibit Number                               Description
4.01              Third Supplemental Indenture, dated as of December 11, 2012,
                  between Intel Corporation and Wells Fargo Bank, National
                  Association, as successor trustee

4.02              Form of 1.350% Note due 2017

4.03              Form of 2.700% Note due 2022

4.04              Form of 4.000% Note due 2032

4.05              Form of 4.250% Note due 2042

5.01              Opinion of Gibson, Dunn and Crutcher LLP

23.01             Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.01)


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