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INTC > SEC Filings for INTC > Form 8-K on 14-Dec-2012All Recent SEC Filings

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Form 8-K for INTEL CORP


14-Dec-2012

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On December 14, 2012, Intel Corporation (the "Company") issued $175,000,000 aggregate principal amount of its 4.250% notes due 2042 (the "Notes") pursuant to the terms of an underwriting agreement dated December 11, 2012 (the "Underwriting Agreement") among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. 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"), the third supplemental indenture dated as of December 11, 2012 (the "Third Supplemental Indenture") and the fourth supplemental indenture dated as of December 14, 2012 (the "Fourth Supplemental Indenture") between the Company and Wells Fargo Bank, National Association, as successor trustee. The Notes were consolidated, form a single series and are fully fungible with the $750,000,000 aggregate principal amount of the 4.250% notes due 2042 that were issued on December 11, 2012.

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.01 hereto, Exhibit 4.4 to Form S-3 filed March 30, 2006, Exhibit 4.2.4 to Form 10-K filed February 20, 2008, Exhibit 4.01 to Form 8-K filed December 11, 2012 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 4.250% Note due 2042, which is filed as Exhibit 4.02 hereto 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
           1.01             Underwriting Agreement, dated December 11, 2012, among
                            Intel Corporation and Merrill Lynch, Pierce, Fenner &
                            Smith Incorporated and Goldman, Sachs & Co.

           4.01             Fourth Supplemental Indenture, dated as of December 14,
                            2012, between Intel Corporation and Wells Fargo Bank,
                            National Association, as successor trustee

           4.02             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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