8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2019

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-06217	94-1672743
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 Mission College Blvd., Santa Clara, California	95054-1549
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report.)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	INTC	The Nasdaq Global Select Market

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

Emerging growth company    ☐

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

Item 8.01 Other Events.

On November 25, 2019, Intel Corporation (“Intel”) announced that it has issued a notice of redemption to holders of Intel’s outstanding 3.25% junior subordinated convertible debentures due 2039 (CUSIP Number 458140AF7) (the “Securities”) announcing its intention to redeem all outstanding Securities in full on January 9, 2020 in accordance with the terms of the indenture governing the Securities.

The Securities may be converted at any time before the close of business (which is 5:00 p.m., New York City time), on January 6, 2020, the third scheduled trading day immediately preceding the redemption date. Intel will settle the conversion obligation in cash. A copy of the press release announcing the issuance of the notice of redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this Report.

Exhibit Number		Description
	99.1	Press release dated November 25, 2019
	104	Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101

SIGNATURES

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

	INTEL CORPORATION
	(Registrant)
Date: November 25, 2019	/s/ George S. Davis
	Name:	George S. Davis
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Intel Corporation 2200 Mission College Blvd. Santa Clara, CA 95054-1549

Intel to Redeem 3.25% Junior Subordinated Convertible Debentures Due 2039

SANTA CLARA, Calif., Nov. 25, 2019 — Intel Corporation (NASDAQ: INTC) announced today that it has issued a notice of redemption to redeem on Jan. 9, 2020, all of its outstanding 3.25% Junior Subordinated Convertible Debentures due 2039 (CUSIP Number 458140AF7) (the “Securities”). As of Nov. 12, 2019, approximately $372 million principal amount of the Securities was outstanding.

The Securities called for redemption will be redeemed at a stated redemption price equal to 100% of the aggregate principal amount of such Securities, plus accrued and unpaid interest to (but excluding) the redemption date.

The conversion rate of the Securities as of Nov. 22, 2019, is 49.6852 shares of Intel common stock per $1,000 principal amount of the Securities, which is equivalent to a conversion price of $20.13 per share of common stock. The Securities called for redemption may be converted at any time before the close of business (which is 5 p.m., ET) on Jan. 6, 2020, the third Scheduled Trading Day (as defined in the indenture governing the Securities) immediately preceding the redemption date. Intel will settle the conversion obligation with respect to the Securities in cash. The amount of cash payable upon conversion of any Security shall, for each share of common stock into which the Security is convertible, be equal to the sum of the Daily Settlement Amounts (as defined in the indenture) for each of the 20 trading days during the Observation Period. The Observation Period means the 20 consecutive trading days beginning on and including the 22nd Scheduled Trading Day prior to the redemption date. Upon conversion, a Holder will not receive any separate cash payment for accrued and unpaid interest and the Company’s settlement of the conversion obligation shall be deemed to satisfy its obligation to pay the principal amount of the Security and accrued and unpaid interest to, but not including the conversion date.

A copy of the notice of redemption may be obtained from Wells Fargo Bank, National Association, as trustee, paying agent and conversion agent, by calling (800) 344-5128.

About Intel

Intel (NASDAQ: INTC), a leader in the semiconductor industry, is shaping the data-centric future with computing and communications technology that is the foundation of the world’s innovations. The company’s engineering expertise is helping address the world’s greatest challenges as well as helping secure, power and connect billions of devices and the infrastructure of the smart, connected world – from the cloud to the network to the edge and everything in between. Find more information about Intel at newsroom.intel.com and intel.com.

^© Intel Corporation. Intel, the Intel logo, and other Intel marks are trademarks of Intel Corporation or its subsidiaries. Other names and brands may be claimed as the property of others.

CONTACTS:	Brooke Wells	Cara Walker
	Investor Relations	Media Relations
	503-613-8230	503-696-0831
	brooke.wells@intel.com	cara.walker@intel.com

Forward-Looking Statements

This press release contains forward-looking statements relating to the redemption of the Securities, as well as forward-looking statements relating to Intel’s future plans and expectations. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements included in this release are based on management expectations as of the date of this release and, except as required by law, Intel disclaims any obligation to update these forward-looking statements to reflect future events or circumstances. Forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Such risks and uncertainties include changes in market conditions and other risks detailed in Intel’s SEC filings, including its most recent reports on Form 10-K, Form 10-Q, and Form 8-K, which are available at the SEC’s website at www.sec.gov. Copies of Intel’s SEC filings may also be obtained by visiting Intel’s Investor Relations website at www.intc.com.

XML

Document and Entity Information	Nov. 25, 2019
Cover [Abstract]
Entity Registrant Name	INTEL CORP
Amendment Flag	false
Entity Central Index Key	0000050863
Document Type	8-K
Document Period End Date	Nov. 25, 2019
Entity Incorporation State Country Code	DE
Entity File Number	000-06217
Entity Tax Identification Number	94-1672743
Entity Address, Address Line One	2200 Mission College Blvd.
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054-1549
City Area Code	(408)
Local Phone Number	765-8080
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.001 par value
Trading Symbol	INTC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false