e424b3
Filed under Rule 424(b)(3) and (7) of the Securities Act of 1933,
relating to Registration No. 333-132865
Supplement No. 18 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. 18 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. 18 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. 18. This supplement
no. 18 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, supplement no. 16, supplement no. 17 and any other amendments
or supplements to them. This supplement no. 18 is qualified by reference to the prospectus
supplement and the prospectus, except to the extent that the information provided by this
supplement no. 18 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, supplement no. 15, supplement no. 16, and
supplement no. 17.
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. 18, 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,
supplement no. 15, supplement no. 16 and supplement no. 17 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 May 22, 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. 18, 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.
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Principal Amount |
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of Debentures |
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Number of Shares of |
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Number of Shares of |
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Beneficially |
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Percentage of |
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Common Stock |
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Common Stock |
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Natural Person(s) |
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Owned and |
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Debentures |
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Issuable that May Be |
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Beneficially Owned |
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with Voting or |
Name of Selling Securityholder (1) |
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Offered (USD) (2) |
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Outstanding (%) |
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Sold(3)(4) |
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after the Offering(5) |
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Investment Power |
CIBC World Markets Corp. (#) |
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1,980,000 |
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* |
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62,798 |
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0 |
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Chris Molloy |
Conseco Insurance Company -
Multi-Bucket Annuity Convertible Bond
Fund (+) |
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750,000 |
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* |
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23,787 |
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0 |
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(6) |
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RCG PB Ltd. (+) |
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97,000 |
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* |
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3,076 |
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0 |
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(7) |
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* 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.
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(6) Conseco Inc. has voting control for Conseco Insurance Company Multi-bucket Annuity
Convertible Bond Fund. Conseco Inc. is a publicly traded company.
(7) Ramius Capital Group, L.L. C. (Ramius Capital) is the investment adviser of RCG PB Ltd. (RCG
PB LTD) consequently has voting control and investment discretion over securities held by RCG PB
LTD. Ramius Capital disclaims beneficial ownership of the shares held by RCG PB LTD. Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the sole managing members of
C4S & Co., L.L.C., the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark,
Strauss and Solomon may be considered beneficial owners of any shares deemed to be beneficially
owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership
of these shares.
The investment advisor to RCG PB Ltd. is Ramius Capital Group, L.L.C. An affiliate of Ramius
Capital Group, L.L.C. is a NASD member. However, this
affiliate will not sell any shares purchased in this offering by RCG PB Ltd. and will receive
no compensation whatsoever in connection with sales of shares purchased in this transaction.
The date of the supplement no. 18 is May 22, 2007.
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