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1 Intel Corporation 2200 Mission College Boulevard Santa Clara Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95054, U.S.A. INTEL CORPORATION 2006 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED (THE "ESPP") INTEL IRELAND PROFIT SHARING SCHEME AND INTEL SHANNON PROFIT SHARING SCHEME (THE "IRISH PLANS") Prospectus for the employees of certain European Economic Area ("EEA") subsidiaries of Intel Corporation, subject to the applicable legislation in each country Pursuant to articles L. 412-1 and L. 621-8 of the Code monétaire et financier and its General Regulation, in particular articles 211-1 to 216-1 thereof, the Autorité des marchés financiers ("AMF") has attached visa number 19-265 dated June 14, 2019, onto this prospectus. This prospectus was established by the issuer and incurs the responsibility of its signatories. The visa, pursuant to the provisions of Article L. 621-8-1-I of the Code monétaire et financier, was granted after the AMF verified that the document is complete and comprehensible, and that the information it contains is consistent. The visa represents neither the approval of the worthiness of the operation nor the authentication of the financial and accounting information presented. This prospectus will be made available in printed form to employees of the EEA subsidiaries of Intel Corporation based in countries in which offerings under the plans listed above are considered public offerings, subject to the applicable legislation in each country, at their respective head offices. In addition, this prospectus along with summary translations (as applicable) will be posted on the intranets of Intel Corporation, and free copies will be available to the employees upon request by contacting the human resources departments of their employers. This prospectus, together with the French translation of its summary, will also be available on the website of the AMF, www.amf-france.org. 1 NOTE TO THE PROSPECTUS This prospectus, which contains material information concerning Intel Corporation, was established pursuant to articles 211-1 to 216-1 of the AMF General Regulation. Pursuant to Article 25 of Commission Regulation (EC) No 809/2004 of 29 April 2004, as amended (the "Prospectus Regulation"), this prospectus is composed of the following parts in the following order: (1) a table of contents, (2) the summary provided for in Article 5(2) of Directive 2003/71/EC of the European Parliament and of the European Council of 4 November 2003, as amended (the "Prospectus Directive") (Part I constitutes the prospectus summary), (3) the risk factors linked to the issuer and the type of security covered by the issue, and (4) excerpts from Annexes I and III of the Prospectus Regulation which, by application of Articles 3, 4, and 6 of the Prospectus Regulation and question 71 of the European Securities and Markets Authority ("ESMA") Q&A,1 are required for this offering of equity securities to employees of Intel Corporation and its affiliates. This prospectus also contains supplemental information concerning Intel Corporation, the ESPP, the Irish Plans (Part II - Section B), as well as the following documents (Exhibits): - Intel Corporation 2006 Employee Stock Purchase Plan, as Amended and Restated; and - Description of the Irish Plans. In this prospectus, the terms "we" "our" "us" or "Intel" mean Intel Corporation and its subsidiaries. All references to "$" in this prospectus refer to U.S. dollars. 1 Questions and Answers, Prospectuses: 30th updated version – April 2019 (8 April 2019| ESMA-31-62-780). 2 TABLE OF CONTENTS Part I constitutes the prospectus summary Page PART I — PROSPECTUS SUMMARY .......................................................................................................................... 5 SECTION A — INTRODUCTION AND WARNINGS ....................................................................................... 5 SECTION B — ISSUER ................................................................................................................................... 5 SECTION C — SECURITIES ........................................................................................................................ 11 SECTION D — RISKS ................................................................................................................................... 12 SECTION E — OFFER .................................................................................................................................. 13 PART II — PROSPECTUS .......................................................................................................................................... 18 SECTION A — RISK FACTORS ................................................................................................................... 18 I. RISKS RELATED TO INTEL’S BUSINESS AND INDUSTRY ......................................................... 18 II. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................. 31 SECTION B — SUPPLEMENTAL INFORMATION CONCERNING INTEL CORPORATION AND THE ESPP ................................................................................................................................. 33 I. THE OUTLINE ................................................................................................................................. 33 II. ELIGIBILITY .................................................................................................................................... 35 III. DELIVERY AND SALE OF THE SHARES ...................................................................................... 37 IV. RIGHTS RELATED TO THE SHARES ............................................................................................ 38 V. THE IRISH PLANS .......................................................................................................................... 43 VI. STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF MARCH 30, 2019 ................. 44 VII. MAXIMUM DILUTION AND NET PROCEEDS ................................................................................ 48 VIII. DIRECTORS AND EXECUTIVE OFFICERS................................................................................... 49 IX. EMPLOYEES .................................................................................................................................. 63 X. WORKING CAPITAL STATEMENT ................................................................................................ 65 XI. SELECTED FINANCIAL INFORMATION ........................................................................................ 66 XII. DOCUMENTS ON DISPLAY ........................................................................................................... 68 XIII. TAX CONSEQUENCES .................................................................................................................. 68 EXHIBITS ........................................................................................................................................................ 78 EXHIBIT I INTEL CORPORATION 2006 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED I EXHIBIT II DESCRIPTION OF THE IRISH PLANS ...................................................................................................... II CROSS-REFERENCE LISTS ......................................................................................................................................... I ANNEX I MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE REGISTRATION DOCUMENT (SCHEDULE) ...................................................................................................................................... I ANNEX III MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE SECURITIES NOTE (SCHEDULE)........ V 3 COMPANY REPRESENTATIVE FOR PROSPECTUS 1.1 George S. Davis, Executive Vice President, Chief Financial Officer and Principal Financial Officer, acting for and on behalf of Intel Corporation. 1.2 To my knowledge, after having taken all reasonable measures for this purpose, the information contained in this prospectus fairly reflects the current situation and no material omission has been made. 1.3 Intel Corporation has obtained a letter from its independent registered public accounting firm in relation to this prospectus. The independent registered public accounting firm has read the prospectus, including the financial information concerning Intel Corporation for the fiscal years ended December 29, 2018, December 30, 2017 and December 31, 2016, and for the quarters ended March 30, 2019 and March 31, 2018 contained in Part I - Section B. 7 and the Selected Financial Data contained in Part II - Section B. 11.1 of this prospectus, in accordance with the professional standards and interpretations applicable to it in the United States of America pursuant to PCAOB Auditing Standard 2710, Other Information in Documents Containing Audited Financial Statements. /s/ George S. Davis George S. Davis Executive Vice President, Chief Financial Officer and Principal Financial Officer Santa Clara, California, U.S.A., June 13, 2019 4 PART I — PROSPECTUS SUMMARY PART I — PROSPECTUS SUMMARY VISA NUMBER 19-265 DATED JUNE 14, 2019 OF THE AMF Summaries are made up of disclosure requirements known as "Elements." These Elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
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