e424b3
Filed under Rule 424(b)(3) and (7) of the Securities Act of 1933,
relating to Registration No. 333-132865
Supplement No. 16 to Prospectus Supplement Dated March 31, 2006
and Prospectus Dated March 30, 2006
Intel
Corporation
$1,600,000,000
2.95% Junior Subordinated Convertible Debentures due
2035
And
Shares
of Common Stock Issuable Upon Conversion of the
Debentures
This supplement no. 16 to the prospectus supplement dated March 31, 2006 and the
prospectus dated March 30, 2006 relates to the resale by selling securityholders of Intel
Corporations 2.95% Junior Subordinated Convertible Debentures Due 2035 and the shares of Intel
common stock issuable upon conversion of the debentures.
You should read this supplement no. 16 in conjunction with the prospectus supplement dated
March 31, 2006, the prospectus dated March 30, 2006, and all supplements to the prospectus
supplement, which should be delivered in conjunction with this supplement no. 16. This supplement
no. 16 is not complete without, and may not be delivered or used except in conjunction with, the
prospectus and prospectus supplement, including supplement no. 1, supplement no. 2, supplement no.
3, supplement no. 4, supplement no. 5, supplement no. 6, supplement no. 7, supplement no. 8,
supplement no. 9, supplement no. 10, supplement no. 11, supplement no. 12, supplement no. 13,
supplement no. 14, supplement no. 15 and any other amendments or supplements to them. This
supplement no. 16 is qualified by reference to the prospectus supplement and the prospectus, except
to the extent that the information provided by this supplement no. 16 supersedes information
contained in the prospectus supplement, supplement no. 1, supplement no. 2, supplement no. 3,
supplement no. 4, supplement no. 5, supplement no. 6, supplement no. 7, supplement no. 8,
supplement no. 9, supplement no. 10, supplement no. 11, supplement no. 12, supplement no. 13,
supplement no. 14 and supplement no. 15.
Investing in the debentures and the common stock issuable upon conversion of the debentures
involves risk. See the discussion entitled Risk Factors beginning on page S-5 of the prospectus
supplement dated March 31, 2006.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
supplement no. 16, the prospectus supplement dated March 31, 2006 or the prospectus dated March 30,
2006. Any representation to the contrary is a criminal offense.
The table under the caption Selling Securityholders beginning on page S-54 of the prospectus
supplement, as supplemented by supplement no. 1, supplement no. 2, supplement no. 3, supplement no.
4, supplement no. 5, supplement no. 6, supplement no. 7, supplement no. 8, supplement no. 9,
supplement no. 10, supplement no. 11, supplement no. 12, supplement no. 13, supplement no. 14 and
supplement no. 15 is hereby supplemented and amended by updating information as to certain selling
securityholders identified in the table below and adding to it certain selling securityholders
identified in the table below. We prepared this table based on information supplied to us by the
selling securityholders named in the table below on or prior to April 03, 2007. Information about
the selling securityholders may change over time. If required, any changed or new information
given to us will be set forth in supplements to the prospectus supplement or amendments to the
registration statement of which the prospectus, prospectus supplement and the supplements thereto,
are a part, if and when necessary.
We have assumed for purposes of the table below that the selling securityholders will sell all
of the debentures and all of the common stock issuable upon conversion of the debentures pursuant
to this supplement no. 16, the prospectus supplement and the prospectus, and that any other shares
of our common stock beneficially owned by the selling securityholders will continue to be
beneficially owned.
Except as set forth below, none of the selling securityholders has, or within the past three
years has had, any position, office or other material relationship with us or any of our
predecessors or affiliates.
The selling securityholders identified below may have sold, transferred or otherwise disposed
of, pursuant to transactions exempt from the registration requirements of the Securities Act of
1933, as amended, all or a portion of their debentures since the date on which they provided the
information regarding their debentures.
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount |
|
|
|
|
|
|
|
|
|
|
|
|
of Debentures |
|
|
|
|
|
Number of Shares of |
|
|
|
|
|
|
Beneficially |
|
Percentage of |
|
Common Stock |
|
Number of Shares of |
|
Natural Person(s) |
|
|
Owned and |
|
Debentures |
|
Issuable that May Be |
|
Common Stock Beneficially |
|
with Voting or |
Name of Selling Securityholder (1) |
|
Offered (USD) (2) |
|
Outstanding (%) |
|
Sold(3)(4) |
|
Owned after the Offering(5) |
|
Investment Power |
AVK (Advent Claymore) Fund |
|
|
15,000,000 |
|
|
|
* |
|
|
|
475,743 |
|
|
|
0 |
|
|
Tracy V. Maitland |
FFVA Mutual Insurance Company |
|
|
34,000 |
|
|
|
* |
|
|
|
1,078 |
|
|
|
0 |
|
|
Tracy V. Maitland |
General Motors Investment Management Trust Company |
|
|
46,000 |
|
|
|
* |
|
|
|
1,459 |
|
|
|
0 |
|
|
Tracy V. Maitland |
Georgia Municipal Employee Benefit System |
|
|
615,000 |
|
|
|
* |
|
|
|
19,505 |
|
|
|
0 |
|
|
Tracy V. Maitland |
Independence Blue Cross |
|
|
556,000 |
|
|
|
* |
|
|
|
17,634 |
|
|
|
0 |
|
|
Tracy V. Maitland |
Police and Fire Retirement System of the City of Detroit |
|
|
287,000 |
|
|
|
* |
|
|
|
9,103 |
|
|
|
0 |
|
|
Tracy V. Maitland |
The Master Trust Bank of Japan, Ltd. as trustee for AIG US CB Mother Fund |
|
|
4,100,000 |
|
|
|
* |
|
|
|
130,036 |
|
|
|
0 |
|
|
AIG Global Investment Group (6) |
Trustmark Insurance Company |
|
|
224,000 |
|
|
|
* |
|
|
|
7,104 |
|
|
|
0 |
|
|
Tracy V. Maitland |
UBS Securities LLC (#)(7) |
|
|
10,000,000 |
|
|
|
(8) |
|
|
|
317,162 |
|
|
|
4,155,427 |
|
|
John DiBacco |
* Less
than one percent (1%).
# The selling securityholder is a registered broker-dealer.
+ The selling securityholder is an affiliate of a registered broker-dealer.
(1) Information concerning other selling securityholders will be set forth in additional
supplements to the prospectus supplement from time to time, if required.
(2) The sum of the listed principal amounts of notes beneficially owned by the selling
securityholders named in the table combined with those previously listed in the prospectus dated
March 30, 2006, including supplements thereto, exceeds $1,600,000,000 because certain selling
securityholders may have transferred notes or otherwise reduced their position prior to selling
pursuant to this prospectus, and as a result we received beneficial ownership information from
additional selling securityholders. However, the maximum principal amount of notes that may be sold
under this prospectus will not exceed $1,600,000,000.
(3) Assumes conversion of all of the holders debentures at a conversion rate of 31.7162 shares of
common stock per $1,000 principal amount at maturity of the debentures. This conversion rate is
subject to adjustment as described under Description of debenturesConversion rights in the
prospectus supplement. As a result, the number of shares of common stock issuable upon conversion
of the debentures may increase or decrease in the future. Excludes shares of common stock that may
be issued by us upon the repurchase of the debentures as described under Description of
debenturesFundamental change permits holders to require us to repurchase debentures and
fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting
from conversion of the debentures, as described under Description of debenturesConversion
rights.
(4) Calculated based on Rule 13d-3(d)(i) of the Exchange Act. The number of shares of common stock
beneficially owned by each holder named above is less than 1% of our outstanding common stock
calculated based on 5,883 million shares of common stock outstanding as of January 27, 2006. In
calculating this amount for each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all of that holders debentures, but we did not assume conversion
of any other holders debentures.
(5) For purposes of computing the number and percentage of debentures and shares of common stock to
be held by the selling securityholders after the conclusion of the offering, we have assumed for
purposes of the table above that the selling securityholders named above will sell all of the
debentures and all of the common stock issuable upon conversion of the debentures offered by this
prospectus, and that any other shares of our common stock beneficially owned by these selling
securityholders will continue to be beneficially owned.
3
(6) The Master Trust Bank of Japan, Ltd. acts as trustee for AIG US CB Mother Fund. AIG Global
Investment Group is the investment advisor for AIG US CB Mother Fund. AIG Global Investment Group
is directly or indirectly owned by AIG, a publicly held company.
(7) UBS Securities LLC was previously listed as holding $41,320,000 in principal amount of the
debentures. The amount included in this supplement no. 16 is in addition to the previously listed
holdings.
(8) When aggregated with amounts listed in prior supplements, UBS Securities LLC would own > 1%
of debentures outstanding. UBS Securities LLC may have sold, transferred or otherwise disposed of
all or a portion of such amounts since the date of such prior
supplements.
The date of the supplement no. 16 is April 03, 2007.
4