DEF 14A of Intel Corp, Apr 5, 2018

DEF 14A of Intel Corp

Filed Apr 5, 2018 · FY20170001193125-18-107675

Open on EDGAR

  1. CURRENT DIRECTORS AND BOARD NOMINEES

    CURRENT DIRECTORS AND BOARD NOMINEES

  2. CURRENT DIRECTORS AND BOARD NOMINEES

    | | | | COMMITTEE MEMBERSHIPS | | | | | | Name | Occupation | Independent | AC | CC | GNC | EC | FC | | Charlene Barshefsky(1) Age: 67, Director Since: 2004 | Senior International Partner, Wilmer Cutler Pickering Hale and Dorr LLP | | | | | | Chair | | Aneel Bhusri Lead Director Age: 52, Director Since: 2014 | Co-Founder and CEO, Workday, Inc. | ● | | | Co-Chair | Chair | | | Andy D. Bryant Age: 67, Director Since: 2011 | Chairman of the Board of Directors, Intel Corporation | | | | | ● | | | Reed E. Hundt Age: 70, Director Since: 2001 | Principal, REH Advisors, LLC | ● | ● | ● | | | | | Omar Ishrak(2) Age: 62, Director Since: 2017 | Chairman and CEO, Medtronic plc | ● | | ● | | | | | Brian M. Krzanich Age: 57, Director Since: 2013 | CEO, Intel Corporation | | | | | ● | | | Risa Lavizzo-Mourey(2) Age: 63, Director Since: 2018 | Professor, University of Pennsylvania | ● | | | | | | | Tsu-Jae King Liu Age: 54, Director Since: 2016 | Professor, University of California, Berkeley | ● | ● | | | | ● | | David S. Pottruck(1) Age: 69, Director Since: 1998 | Chairman and CEO, Red Eagle Ventures, Inc. | ● | | Chair | | ● | | | Gregory D. Smith(2) Age: 51, Director Since: 2017 | CFO, EVP, Enterprise Performance & Strategy, The Boeing Company | ● | Chair | | | | ● | | Andrew Wilson Age: 43, Director Since: 2017 | CEO, Electronic Arts, Inc. | ● | | | | | | | Frank D. Yeary Age: 54, Director Since: 2009 | Executive Chairman, CamberView Partners, LLC | ● | ● | | Co-Chair | | | | David B. Yoffie(1) Age: 63, Director Since: 1989 | Professor, Harvard Business School | ● | | ● | ● | | |

  3. CURRENT DIRECTORS AND BOARD NOMINEES

    | (1) Charlene Barshefsky, David Pottruck, and David Yoffie are retiring from the Board of Directors, with each of their terms expiring at the 2018 Annual Stockholders’ Meeting. Ambassador Barshefsky was independent until December 31, 2017. |

  4. CURRENT DIRECTORS AND BOARD NOMINEES

    | (2) It is expected that at the conclusion of the 2018 Annual Stockholders’ Meeting, Omar Ishrak will become chair of the Compensation Committee, Risa Lavizzo-Mourey will join the Corporate Governance and Nominating Committee, and Gregory Smith will become chair of the Finance Committee. |

  5. CURRENT DIRECTORS AND BOARD NOMINEES

    | AC Audit Committee | CC Compensation Committee | GNC Corporate Governance & Nominating Committee | EC Executive Committee | FC Finance Committee |

  6. CURRENT DIRECTORS AND BOARD NOMINEES

    | 2018 PROXY STATEMENT | Proxy Statement Highlights | 7 |

  7. CURRENT DIRECTORS AND BOARD NOMINEES

    REVENUE $62.8B up $3.4B or 6% from 2016; up 9% excluding the Intel Security Group (ISecG) Stabilizing PC market, solid growth in data center and adjacent businesses GOAL PC-centric business decline in low single digits and low double digit growth of data-centric businesses. RESULT PC-centric business growth exceeded expectation at 3%. Excluding ISecG, data-centric businesses grew 16%. DATA-CENTRIC $B PC-CENTRIC $B OPERATING INCOME $17.9B $19.6B GAAP non-GAAP1 up $5.1B or up $3.0B or 39% from 2016 18% from 2016 Higher revenue and gross margin along with better spending leverage and lower restructuring charges, excluded from non-GAAP operating income GOAL Grow non-GAAP operating income faster than revenue. RESULT On a non-GAAP basis, operating income grew at 18%, faster than revenue growth of 6%. GAAP $B NON-GAAP $B EPS $1.99 $3.46 GAAP non-GAAP1 down $0.13 or up $0.74 or 6% from 2016 27% from 2016 Higher revenue, sales of equity investments, and the one-time charge from Tax Reform2, excluded from non-GAAP EPS GOAL Grow non-GAAP earnings per share (EPS) faster than non-GAAP operating income. RESULT On a non-GAAP basis, EPS grew at 27%, compared to 18% growth in non-GAAP operating income. 1 See “Non-GAAP Financial Measures” in Appendix A. 2 Tax Reform refers to the U.S. Tax Cuts and Jobs Act enacted In December 2017.

  8. EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2017

    | • | The majority of cash compensation for our executive officers, as a group, is paid under our annual incentive cash plan with the annual payouts based on measures of relative financial performance, absolute financial performance, company performance relative to operational goals, and individual performance. |

  9. EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2017

    | • | Equity awards—consisting in 2017 of variable performance-based outperformance restricted stock units (OSUs) and restricted stock units (RSUs)—align compensation with the long-term interests of Intel’s stockholders by focusing our executive officers on both absolute and relative total stockholder return (TSR). For 2017, 80% of the annual equity award value granted to executive officers was comprised of OSUs, up from 60% in 2016. |

  10. EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2017

    | • | In setting executive officer compensation, the Compensation Committee considers various factors including the individual performance reviews of our executive officers, scope of the executive officer’s role and responsibilities and the compensation levels in a “peer group”; for 2017 the peer group consisted of 15 technology companies and 10 other large companies. |

  11. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Upon the recommendation of our Corporate Governance and Nominating Committee, our Board has nominated the 10 individuals listed below to serve as directors. Our nominees include eight independent directors, as defined in the rules for companies traded on the Nasdaq Global Select Market* (Nasdaq), and two Intel officers: Brian M. Krzanich, who became our Chief Executive Officer in May 2013, and Andy D. Bryant, who currently serves as Chairman of the Board and previously served as our Executive Vice President and Chief Administrative Officer. Mr. Bryant became Chairman of the Board at the 2012 Annual Stockholders’ Meeting, and Aneel Bhusri became the independent Lead Director of the Board in May 2017. Prior to Mr. Bhusri, John Donahoe served in that role from May 2016 until May 2017, when Mr. Donahoe left the Board. Each director’s term runs from the date of his or her election until our next annual stockholders’ meeting and until his or her successor (if any) is elected or appointed. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the individuals named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board, or the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. However, we have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. Our Bylaws require that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee). You can vote to “abstain,” but that vote will not have an effect in determining the election results. For more information, see “Additional Meeting Information, Voting During the Meeting” below. Each of our director nominees currently serves on the Board. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our Bylaws and the Board of Directors Guidelines on Significant Corporate Governance Issues (Corporate Governance Guidelines), each director submits an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not re-elect that director. In that situation, our Corporate Governance and Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action instead. Within 90 days from the date that the election results were certified, the Board would act on the Corporate Governance and Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it.

  12. ELECTION OF DIRECTORS

    | | RECOMMENDATION OF THE BOARD The Board recommends that you vote “FOR” the election of each of the following nominees. |

  13. ELECTION OF DIRECTORS

    | 12 | Proposal 1: Election of Directors | 2018 PROXY STATEMENT |

  14. ELECTION OF DIRECTORS

    | LEAD DIRECTOR AGE: 52 DIRECTOR SINCE: 2014 OTHER CURRENT PUBLIC BOARDS: Workday, Inc. and Pure Storage, Inc. | EXPERIENCE Aneel Bhusri has been CEO at Workday, Inc., a provider of enterprise cloud applications for human resources and finance headquartered in Pleasanton, California, since May 2014. Mr. Bhusri has served as a director of Workday from 2005 to the present, as President from January 2007 to September 2009, as Co-CEO from September 2009 to May 2014, and as Chairman from January 2012 to May 2014. He was also a partner at Greylock Partners, a venture capital firm, from 1999 to 2015, and currently serves as an advisory partner. Before co-founding Workday in 2005, Mr. Bhusri worked for PeopleSoft from 1993 to 1999, holding a number of leadership positions, including Senior Vice President responsible for product strategy, business development, and marketing, and served as vice chairman of the board from 1999 to 2004. Mr. Bhusri received an MBA from Stanford University and holds bachelor’s degrees in electrical engineering and economics from Brown University. He is a Crown Fellow at the Aspen Institute and serves on the board of directors of Pure Storage, Inc. | SKILLS & EXPERTISE Mr. Bhusri brings to the Board senior leadership, cloud computing expertise, human capital and operational experience from his experience as CEO and chairman of an enterprise cloud applications company, his prior work in product, marketing, and business development of another human resources application company, and his role as partner of several venture capital firms. Mr. Bhusri’s more than 20 years of experience in enterprise software innovation and cloud computing brings depth to the Board in areas that are important to Intel’s business and in today’s connected world, including the identification and development of emerging technologies. |

  15. ELECTION OF DIRECTORS

    | CHAIRMAN AGE: 67 DIRECTOR SINCE: 2011 OTHER CURRENT PUBLIC BOARDS: Columbia Sportswear Company and McKesson Corporation | EXPERIENCE Andy D. Bryant has been Chairman of the Board of Directors of Intel since May 2012. Mr. Bryant served as Vice Chairman of the Board of Directors of Intel from July 2011 to May 2012. Mr. Bryant joined Intel in 1981, became Chief Financial Officer (CFO) in February 1994, and was promoted to Senior Vice President in January 1999. In December 1999, he was promoted to Executive Vice President and his role expanded to Chief Financial and Enterprise Services Officer. In October 2007, Mr. Bryant was named Chief Administrative Officer (CAO), a position he held until January 2012. In 2009, Mr. Bryant’s responsibilities expanded to include the Technology and Manufacturing Group. Mr. Bryant serves on the board of directors of Columbia Sportswear Company and McKesson Corporation. | SKILLS & EXPERTISE Mr. Bryant brings senior leadership, financial, strategic, and global expertise to the Board from his former service as CFO and CAO of Intel. Mr. Bryant has budgeting, accounting controls, and forecasting experience and expertise from his work in Intel Finance, as CFO and as CAO. In his role leading the Technology and Manufacturing Group, Mr. Bryant was responsible for manufacturing, human resources, information technology, and finance, and gained experience in emerging technologies and business models. Mr. Bryant has regularly attended Intel Board meetings for more than 18 years in his capacity as CFO and CAO, and has direct experience as a board member through his service on other public company boards. After evaluating the Board’s corporate governance guideline regarding retirement of corporate officers, the Board determined to re-nominate Mr. Bryant because it believes that Mr. Bryant continues to be best positioned to support the independent directors through his service as a key member and Chairman of the Board with strong leadership skills and financial experience. The Board believes that Mr. Bryant’s contributions since becoming Chairman in 2012 and his expertise and experience are invaluable to the Board in the current climate. The Board, therefore, decided to nominate Mr. Bryant for an additional term as a director and Chairman of the Board. |

  16. ELECTION OF DIRECTORS

    | 2018 PROXY STATEMENT | Proposal 1: Election of Directors | 13 |

  17. ELECTION OF DIRECTORS

    | AGE: 70 DIRECTOR SINCE: 2001 | EXPERIENCE Reed E. Hundt has been a Principal of REH Advisors, LLC, a strategic advice firm in Washington, D.C., since 2009, and CEO of the Coalition for Green Capital, a non-profit organization based in Washington, D.C., that designs, develops, and implements green banks at the state, federal, and international level, since 2010. From 1998 to 2009, Mr. Hundt was an independent advisor to McKinsey & Company, Inc., a worldwide management consulting firm in Washington, D.C., and Principal of Charles Ross Partners, LLC, a private investor and advisory service in Washington, D.C. Mr. Hundt served as Chairman of the U.S. Federal Communications Commission (FCC) from 1993 to 1997. From 1982 to 1993, Mr. Hundt was a partner with Latham & Watkins LLP, an international law firm. Mr. Hundt currently provides advisory services to Covington & Burling LLP, an international law firm. | SKILLS & EXPERTISE As an advisor to and an investor in telecommunications companies and other businesses on a worldwide basis, Mr. Hundt has significant global experience in communications technology and the communications business. Mr. Hundt also has significant government experience from his service as Chairman of the FCC, where he helped negotiate the World Trade Organization Telecommunications Agreement, which opened markets in 69 countries to competition and reduced barriers to international investment. Mr. Hundt’s legal experience enables him to provide perspective and oversight on legal and compliance matters, and his board service with numerous other companies, including Inteliquent, Inc., Ligado Networks LLC, SmartSky Networks, LLC, Making Every Vote Count, and The Climate Reality Project, where he is on the audit committee, provides cross-board experience and financial expertise. His work with a number of ventures involved in sustainable energy and the environment, including as founder and CEO of Coalition for Green Capital, provides him with a unique perspective in overseeing Intel’s environmental and sustainability initiatives. |

  18. ELECTION OF DIRECTORS

    | AGE: 62 DIRECTOR SINCE: 2017 OTHER CURRENT PUBLIC BOARDS: Medtronic plc | EXPERIENCE Omar Ishrak has been Chairman and CEO of Medtronic plc, a global medical technology company, since 2011. Prior to joining Medtronic, Mr. Ishrak served as President and CEO of GE Healthcare Systems, a comprehensive provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Mr. Ishrak was President and CEO of GE Healthcare Clinical Systems from 2005 to 2008 and President and CEO of GE Healthcare Ultrasound. Mr. Ishrak is a member of the Board of Trustees of the Asia Society, a leading educational organization dedicated to promoting mutual understanding and strengthening partnerships among peoples, leaders, and institutions of Asia and the United States in a global context. | SKILLS & EXPERTISE Mr. Ishrak brings senior leadership, strategic, and global expertise to the Board from his current position as CEO and his long history of success as a global executive in the medical technology industry. From his role at Medtronic, Mr. Ishrak has extensive experience identifying and developing emerging technologies and has overseen a number of strategic acquisitions, enabling him to bring business development and mergers and acquisitions (M&A) experience to the Board. Mr. Ishrak also provides technical, human capital and brand marketing expertise from his role as a leader of a global medical technology company. |

  19. ELECTION OF DIRECTORS

    | 14 | Proposal 1: Election of Directors | 2018 PROXY STATEMENT |

  20. ELECTION OF DIRECTORS

    | AGE: 57 DIRECTOR SINCE: 2013 OTHER CURRENT PUBLIC BOARDS: Deere & Company | EXPERIENCE Brian M. Krzanich has been a director and CEO of Intel since May 2013. Mr. Krzanich joined Intel in 1982. He became a Corporate Vice President in May 2006, serving until 2010 as Vice President and General Manager of Assembly and Test. He was Senior Vice President and General Manager of Manufacturing and Supply Chain from 2010 to 2012. He was appointed Executive Vice President and Chief Operating Officer in 2012, responsible for Intel’s global manufacturing, supply chain, human resources, and information technology operations. Mr. Krzanich is a member of Deere & Company’s board of directors. | SKILLS & EXPERTISE As our CEO and a senior executive officer with over 35 years of service with Intel, Mr. Krzanich brings to the Board significant senior leadership, manufacturing and operations, industry, technical, and global experience, as well as a unique perspective of the company. As CEO, Mr. Krzanich is directly responsible for Intel’s strategy and operations, including the development of Intel’s business model and identifying emerging technologies, and plays a critical role in developing top talent at Intel. |

  21. ELECTION OF DIRECTORS

    | AGE: 63 DIRECTOR SINCE: 2018 OTHER CURRENT PUBLIC BOARDS: General Electric Company and Hess Corporation | EXPERIENCE Dr. Risa Lavizzo-Mourey has been the Robert Wood Johnson Foundation PIK Professor of Population Health and Health Equity at the University of Pennsylvania in Philadelphia, Pennsylvania, since 2018. Dr. Lavizzo-Mourey was President and Chief Executive Officer of the Robert Wood Johnson Foundation, the nation’s largest healthcare-focused philanthropic organization, based in Princeton, New Jersey, from 2003 to 2017, and Senior Vice President of that organization from 2001 to 2003. She previously held various appointments at the University of Pennsylvania Medical School, including Sylvan Eisman Professor of Medicine and Health Care Systems from 1995 to 2001, Director of the Institute on Aging from 1994 to 2002, and Chief of Geriatric Medicine from 1986 to 1992. Dr. Lavizzo-Mourey also held several government positions, including Deputy Administrator of the Agency for Health Care Research and Quality from 1992 to 1994, Co-Chair of the White House Health Care Reform Task Force from 1993 to 1994, and membership on a number of federal advisory committees. She received her MD from Harvard Medical School and MBA from the Wharton School of Business of the University of Pennsylvania. Dr. Lavizzo-Mourey serves on the board of directors of General Electric Company and Hess Corporation. She is also a member of the National Academy of Medicine and the American Philosophical Society, and is on the Board of Fellows at Harvard Medical School. | SKILLS & EXPERTISE Dr. Lavizzo-Mourey brings senior leadership, strategy, human capital and talent development expertise to the Board from her leadership of the largest public health philanthropy in the United States for almost 15 years and, before that, serving for 15 years as a distinguished professor and administrator at the University of Pennsylvania. She also brings to the Board government experience from her various government appointments. Dr. Lavizzo-Mourey’s board service with other public companies also provides cross-board experience. |

  22. ELECTION OF DIRECTORS

    | 2018 PROXY STATEMENT | Proposal 1: Election of Directors | 15 |

  23. ELECTION OF DIRECTORS

    | AGE: 54 DIRECTOR SINCE: 2016 | EXPERIENCE Dr. Tsu-Jae King Liu has held a distinguished professorship endowed by TSMC in the Department of Electrical Engineering and Computer Sciences at the University of California, Berkeley since July 2014. Dr. Liu has also served as Vice Provost, Academic and Space Planning, at UC Berkeley since October 2016, and she previously served as Associate Dean for Academic Planning and Development, College of Engineering during 2016, and Chair of the Department of Electrical Engineering and Computer Sciences from July 2014 to June 2016. Dr. Liu has nearly 20 years of experience in higher education in a range of faculty and administrative roles, including as Associate Dean for Research in the College of Engineering. Her achievements in teaching and research have been recognized by a number of awards, most recently the Semiconductor Research Corporation Aristotle Award. Dr. Liu served on the board of the Center for Advancing Women in Technology from October 2014 to May 2016. She received her bachelor of science, master’s degree, and PhD in Electrical Engineering from Stanford University. | SKILLS & EXPERTISE As a scholar and educator in the field of nanometer-scale logic and memory devices, including advanced materials, process technology, and devices for energy-efficient electronics, Dr. Liu brings to the Board industry and technical experience directly related to Intel’s semiconductor device research and development, and manufacturing. |

  24. ELECTION OF DIRECTORS

    | AGE: 51 DIRECTOR SINCE: 2017 | EXPERIENCE Gregory D. Smith has been CFO since 2012 and Executive Vice President, Enterprise Performance and Strategy since 2017 at The Boeing Company (Boeing), the world’s largest aerospace company. In his roles at Boeing, Mr. Smith is responsible for the company’s overall financial and strategic management, including the company’s financial reporting, long-range business planning, and program management. Additionally, he oversees Business Operations, Controller, Corporate Development, Strategy, Treasury, and other corporate functions and enterprise projects with the overall goal of accelerating innovation and driving market-based affordability efforts across the company. He also leads Boeing Capital Corporation, the company’s global financing arm. Mr. Smith’s portfolio also includes executing the company’s new three business unit strategy with the launch of Boeing Global Services in July 2017, the One Boeing integration of the company’s organizations and initiatives, and assisting the chairman and CEO in setting enterprise goals and developing the senior leadership team. Mr. Smith previously served at Boeing as CFO, Executive Vice President, Corporate Development and Strategy from February 2015 to June 2017; Executive Vice President, CFO from February 2012 to February 2015; Vice President of Finance and Corporate Controller from February 2010 to February 2012; and Vice President of Financial Planning and Analysis from June 2008 to February 2010. Prior to that, he served for four years as Vice President of Global Investor Relations at Raytheon Company. | SKILLS & EXPERTISE As Executive Vice President, Enterprise Performance and Strategy of the world’s largest aerospace company, Mr. Smith brings to the Board senior leadership, financial, strategic, operational, human capital and global expertise. He has budgeting, accounting controls, internal audit, financial forecasting, strategic financial planning and analysis, capital commitment planning, competitive analysis and benchmarking, investor relations, and mergers and acquisitions experience from his work as Boeing’s CFO. Mr. Smith also brings substantial international and business development experience to the Board from his corporate development and strategy role at Boeing. He has continuing experience in dealing with foreign governments, including on issues related to market access and the regulation of business and investment. Mr. Smith also brings operational experience to the Board, having held a number of leadership roles at Boeing in supply chain, factory operations and program management. |

  25. ELECTION OF DIRECTORS

    | 16 | Proposal 1: Election of Directors | 2018 PROXY STATEMENT |

  26. ELECTION OF DIRECTORS

    | AGE: 43 DIRECTOR SINCE: 2017 OTHER CURRENT PUBLIC BOARDS: Electronic Arts Inc. | EXPERIENCE Andrew Wilson is the CEO of Electronic Arts Inc. (EA), a global leader in digital interactive entertainment. He joined EA in May 2000. He has served as the CEO and a director of EA since September 2013. During his tenure as CEO, EA has launched groundbreaking new games and services, reached record player engagement levels across its global franchises, and transformed into one of the world’s leading digital entertainment companies. Prior to his appointment as CEO, Mr. Wilson held several leadership positions at EA, including Executive Vice President of EA SPORTS beginning August 2011. Mr. Wilson also serves as chairman of the board for the World Surf League. | SKILLS & EXPERTISE Mr. Wilson brings senior leadership, international, human capital and emerging technologies and business models experience to the Board from his position as CEO of a global, digital entertainment company. In addition, Mr. Wilson’s 17-plus years of experience in a variety of leadership positions at EA provides the Board significant sales, marketing and brand management experience and industry and technical experience. |

  27. ELECTION OF DIRECTORS

    | AGE: 54 DIRECTOR SINCE: 2009 OTHER CURRENT PUBLIC BOARDS: PayPal Holdings, Inc. | EXPERIENCE Frank D. Yeary has been Executive Chairman of CamberView Partners, LLC, an advisory firm in San Francisco, California providing corporate governance and stockholder engagement advice to public companies, since 2012. From 2008 to 2012, Mr. Yeary was Vice Chancellor of the University of California, Berkeley, where he oversaw changes to the university’s financial and operating strategy. Prior to 2008, Mr. Yeary spent nearly 25 years in the finance industry, most recently as Managing Director, Global Head of Mergers and Acquisitions, and a member of the Management Committee at Citigroup Investment Banking. Mr. Yeary is also Principal at Darwin Capital Advisors LLC, a private investment firm based in San Francisco, California. Within the past five years, Mr. Yeary has served as a member of the board of directors of eBay. Mr. Yeary is a member of the board of directors of PayPal Holdings, Inc. | SKILLS & EXPERTISE Mr. Yeary’s extensive career in investment banking and finance brings to the Board financial strategy and M&A expertise, including expertise in financial reporting and experience in assessing the efficacy of mergers and acquisitions, and experience attracting and retaining strong senior leaders. Mr. Yeary’s role as Vice Chancellor and as Chief Administrative Officer of a large public research university provides strategic and financial expertise and his service on the board of PayPal and his past service as a member of the board of eBay provides the Board with insight into best practices in corporate governance and stockholder engagement. In addition, as co-founder of Level Money, Mr. Yeary has first-hand experience identifying and developing business models. |

  28. ELECTION OF DIRECTORS

    Charlene Barshefsky, David Pottruck, and David Yoffie will retire from the Board as of the 2018 Annual Stockholders’ Meeting, after 14 years, 20 years, and 29 years of valuable service, respectively.

  29. ELECTION OF DIRECTORS

    | 2018 PROXY STATEMENT | Proposal 1: Election of Directors | 17 |

  30. BOARD LEADERSHIP STRUCTURE

    BOARD LEADERSHIP STRUCTURE Chairman of the Board: Andy D. Bryant Chief Executive Officer: Brian M. Krzanich Independent Lead Director: Aneel Bhusri Board Leadership Structure. We separate the roles of Board Chairman and CEO to aid in the Board’s oversight of management. This policy is embodied in the Board’s published Guidelines on Significant Corporate Governance Issues (also referred to in this proxy statement as our Corporate Governance Guidelines), and has been in effect since the company began operations. Andy D. Bryant has served as Board Chairman since May 2012. Mr. Bryant has never served as CEO. The independent directors selected Mr. Bryant to serve as Chairman because they determined that Mr. Bryant’s extensive experience at Intel and familiarity with Intel’s operations and management structure, as well as the Board’s confidence in Mr. Bryant’s guidance and ability to support the Board in fulfilling its oversight responsibilities, uniquely positioned Mr. Bryant to fulfill the Chairman’s responsibilities. Chairman Responsibilities. Although Mr. Bryant is an executive of Intel, he and our CEO, Brian M. Krzanich, each report directly to the Board and have different responsibilities. Mr. Krzanich, as Intel’s CEO, develops, reports to the Board on and oversees implementation of our business strategy and is responsible for leading the company and managing its operations. As Chairman, Mr. Bryant serves as the liaison between the Board and management. Working with the Board’s independent Lead Director and with our CEO, Mr. Bryant helps to develop the Board’s meeting agendas and leads Board meetings so that they are both productive and efficient. His responsibilities include making sure that the Board receives timely information about important aspects of and developments affecting the company, serving as a resource for and advisor to senior management, and supporting the Board oversight of the company’s risk management, compliance, and other governance functions. The independent directors unanimously elected to waive the director retirement provisions in our Corporate Governance Guidelines to extend Mr. Bryant’s service as a corporate officer and director beyond age 65, and to waive the provision of our Bylaws that limits the tenure of the Chairman to no more than two three-year terms, extending Mr. Bryant’s term for one more year as Chairman. The independent directors approved these extensions to provide the company with leadership continuity, particularly at a time of significant Board refreshment. Lead Director Responsibilities. Following his unanimous election by the independent directors, Aneel Bhusri has served as independent Lead Director since May 2017. The duties and responsibilities of the independent Lead Director, as provided in our Bylaws and the Board’s Charter of the Lead Director, include:

  31. BOARD LEADERSHIP STRUCTURE

    | • | serving as Chairman of the Board at meetings of the Board of Directors when the Chairman is not present; |

  32. BOARD LEADERSHIP STRUCTURE

    | • | serving as Chairman of the Executive Committee and as Chairman or Co-Chairman of the Corporate Governance and Nominating Committee of the Board of Directors; |

  33. BOARD LEADERSHIP STRUCTURE

    | • | developing the agendas for and serving as Chairman of the executive sessions of the Board’s independent directors and, if different, the Board’s non-employee directors; |

  34. BOARD LEADERSHIP STRUCTURE

    | • | advising the Chairman as to the quality, quantity, and timeliness of the information submitted by the company’s management that is necessary or appropriate for the non-employee directors to effectively and responsibly perform their duties; |

  35. BOARD LEADERSHIP STRUCTURE

    | • | assisting the Board of Directors, the Board’s Corporate Governance and Nominating Committee, and the officers of the company in implementing and complying with the Board’s Corporate Governance Guidelines; |

  36. BOARD LEADERSHIP STRUCTURE

    | • | approving the information, agenda, and meeting schedules for the Board of Directors’ and Board committee meetings; |

  37. BOARD LEADERSHIP STRUCTURE

    | • | calling and presiding at meetings of the independent directors; |

  38. BOARD LEADERSHIP STRUCTURE

    | • | approving the retention of advisors and consultants who report directly to the Board; |

  39. BOARD LEADERSHIP STRUCTURE

    | • | recommending to the Corporate Governance and Nominating Committee and to the Chairman the membership of the various Board Committees, as well as the selection of committee chairmen; and |

  40. BOARD LEADERSHIP STRUCTURE

    | • | serving as a liaison for consultation and direct communication with stockholders. |

  41. BOARD LEADERSHIP STRUCTURE

    The independent directors periodically assess the Board’s leadership structure and will continue to evaluate and implement the leadership structure that they conclude most effectively supports the Board in fulfilling its responsibilities.

  42. BOARD LEADERSHIP STRUCTURE

    | 2018 PROXY STATEMENT | Corporate Governance | 21 |

  43. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS Director Independence. The Board has determined that each of the following non-employee directors qualifies as “independent” in accordance with the published listing requirements of Nasdaq: Mr. Bhusri, Mr. Hundt, Mr. Ishrak, Dr. Lavizzo-Mourey, Dr. Liu, Mr. Pottruck, Mr. Smith, Mr. Wilson, Mr. Yeary, and Dr. Yoffie. Because Mr. Krzanich and Mr. Bryant are employed by Intel, they do not qualify as independent. John J. Donahoe and James D. Plummer, who served as directors until the 2017 Annual Stockholders’ Meeting, were each determined to be independent during the time they served on the Board. Ambassador Barshefsky was determined to be independent until December 31, 2017. The Nasdaq rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if:

  44. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | The director is, or at any time during the past three years was, an employee of the company; |

  45. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | The director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for Board or Board committee service); |

  46. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | A family member of the director is, or at any time during the past three years was, an executive officer of the company; |

  47. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | The director or a family member of the director is a partner in, a controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceeded 5% of the recipient’s consolidated gross revenue for that year, or $200,000, whichever was greater (subject to certain exclusions); |

  48. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | The director or a family member of the director is employed as an executive officer of an entity for which at any time during the past three years any of the executive officers of the company served on the compensation committee of such other entity; or |

  49. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. |

  50. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances. In addition to the Board-level standards for director independence, the directors who serve on the Audit Committee each satisfy standards established by the U.S. Securities and Exchange Commission (SEC), as no member of the Audit Committee accepts directly or indirectly any consulting, advisory, or other compensatory fee from the company other than their director compensation, or otherwise has an affiliate relationship with the company. Similarly, the members of the Compensation Committee each qualify as independent under the Nasdaq standards. Under these standards, the Board considered that none of the members of the Compensation Committee accept directly or indirectly any consulting, advisory, or other compensatory fee from the company other than their director compensation, and that none have any affiliate relationships with the company or other relationships that would impair the director’s judgment as a member of the Compensation Committee. Transactions Considered in Independence Determinations. In making its subjective determination that each non-employee director is independent, the Board reviewed and discussed additional information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Intel and Intel’s management and considered transactions that occurred since the beginning of 2015 between Intel and entities associated with the independent directors or members of their immediate families. The Board considered the transactions in the context of the Nasdaq objective standards, the special standards established by the SEC and Nasdaq for members of audit and compensation committees, and the special SEC and U.S. Internal Revenue Service (IRS) standards for compensation committee members. Based on this review, as required by the Nasdaq rules, the Board made a subjective determination that, based on the nature of the directors’ relationships with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, impair the directors’ independence, except as discussed below for Ambassador Barshefsky. The Board’s independence determinations took into account the following transactions:

  51. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | 2018 PROXY STATEMENT | Corporate Governance | 23 |

  52. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    Business Relationships. Each of our non-employee directors or one of his or her immediate family members is, or was during the previous three fiscal years, a non-management director, trustee, advisor, or executive or served in a similar position at another entity that did business with Intel at some time during those years. The business relationships were ordinary course dealings as a supplier or purchaser of goods or services; licensing or research arrangements; facility, engineering, and equipment fees; or commercial paper or similar financing arrangements in which Intel or an affiliate participated as a creditor. Payments to or from each of these entities constituted less than the greater of $200,000 or 1% of each of Intel’s and the recipient’s annual revenue, respectively, in each of the past three years, except as discussed below.

  53. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | Ambassador Barshefsky is a Partner at the law firm Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale). Ambassador Barshefsky does not provide any legal services to Intel, and she does not receive any compensation from the firm that is generated by or related to our payments to the firm. Intel engages a number of law firms, and has engaged WilmerHale in various significant matters since 1997, before Ambassador Barshefsky joined either the firm or Intel’s Board. Recognizing that proxy advisory firms have questioned professional advisory relationships between companies and a director’s firm, the Board carefully reviewed the nature of Intel’s engagement of WilmerHale and the services rendered, including the expertise and relevant experience of the firm, the firm’s and specific partners’ knowledge of Intel and its business and past legal engagements, and the fees paid in such engagements, and determined that, prior to December 31, 2017, Ambassador Barshefsky’s service on Intel’s Board would not impair Intel’s ability to engage WilmerHale when Intel determined such engagements to be in the best interest of Intel and its stockholders. The Board is satisfied that WilmerHale, when engaged for legal work, is chosen by Intel’s legal group on the basis of the directly relevant factors of experience, expertise, and efficiency. Prior to December 31, 2017, the fees and expenses paid to WilmerHale represented less than 5% of the firm’s annual revenue in each of the past three years, and represented less than 0.1% of Intel’s revenue in each year. After considering these fees and expenses and being briefed on the policies and procedures that WilmerHale has instituted to confirm that Ambassador Barshefsky has no professional involvement or financial interest in Intel’s dealings with the firm, the Board (with Ambassador Barshefsky recused) unanimously determined that Intel’s professional engagement of WilmerHale did not impair Ambassador Barshefsky’s independence, until December 31, 2017 when it was determined that the fees and expenses paid to WilmerHale represented more than 5% of the firm’s 2017 annual revenue. |

  54. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | Mr. Bhusri is CEO and director of Workday, Inc. (Workday), a company with which Intel engages in ordinary course business transactions. The Board carefully reviewed the nature of Intel’s transactions with Workday, which primarily related to human resource management solutions contract and software subscription services, and Mr. Bhusri’s position as CEO and executive director at Workday. The fees paid Workday represented less than 2.5% of Workday’s annual revenue in each of the past three years, and represented less than 0.03% of Intel’s revenue in each year. After considering these fees, the Board (with Mr. Bhusri recused) unanimously determined that Intel’s business transactions with Workday do not impair Mr. Bhusri’s independence. |

  55. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | Mr. Bhusri was a member of the board of directors of Cloudera, Inc. (Cloudera) until December 2016, a company with which Intel holds over 10% ownership interest and engages in ordinary course business transactions. The Board carefully reviewed the nature of Intel’s transactions with Cloudera, which primarily related to subscription licenses and software support services, and Mr. Bhusri’s position as a non-management director at Cloudera. The fees paid Cloudera represented less than 3.6% of Cloudera’s annual revenue in each of 2016 and 2015 years, and represented less than 0.02% of Intel’s revenue in each year. After considering these fees, the Board (with Mr. Bhusri recused) unanimously determined that Intel’s business transactions with Cloudera do not impair Mr. Bhusri’s independence. |

  56. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | Dr. Plummer is a member of the board of directors of Cadence Design Systems (Cadence), a company with which Intel engages in ordinary course business transactions. The Board carefully reviewed the nature of Intel’s transactions with Cadence, which primarily related to electronic design automation software services, and technology contracts, and Dr. Plummer’s position as a non-management director at Cadence. The fees paid Cadence represented less than 5.4% of Cadence’s annual revenue in each of the past three years, and represented less than 0.2% of Intel’s revenue in each year. After considering these fees, the Board unanimously determined that Intel’s business transactions with Cadence do not impair Dr. Plummer’s independence. |

  57. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    Charitable Contributions. Dr. Lavizzo-Mourey, Dr. Liu, Mr. Pottruck, Dr. Yoffie, or one of their immediate family members is serving, or has each served during the previous three fiscal years, as an executive, professor, or other employee for one or more colleges or universities or as a director, executive, or employee of a charitable entity that received matching or other charitable contributions from Intel during those years. Charitable contributions to each of these entities (including matching and discretionary contributions by Intel and the Intel Foundation) constituted less than $120,000 in each of the past three years, as discussed below.

  58. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | Dr. Liu is a Professor, Department of Electrical Engineering and Computer Sciences and Vice Provost, Academic and Space Planning at UC Berkeley. The Intel Foundation contributed less than $65,100 in each of the past three years to match Intel employee charitable contributions to UC Berkeley, amounting to less than 0.001% of UC Berkeley’s consolidated annual revenue for each of the past three years. |

  59. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | Mr. Pottruck is a Senior Fellow, Advisory Board Member, and Lecturer at the Wharton School of Business of the University of Pennsylvania, and Dr. Lavizzo-Mourey is a Professor at of the University of Pennsylvania. The Intel Foundation contributed less than $28,000 in each of the past three years to match Intel employee charitable contributions to the University of Pennsylvania, amounting to less than 0.001% of the University of Pennsylvania’s consolidated annual revenue for each of the past three years. |

  60. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | 24 | Corporate Governance | 2018 PROXY STATEMENT |

  61. DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS

    | • | Dr. Yoffie is a Professor at Harvard Business School, the graduate business school of Harvard University. The Intel Foundation contributed less than $24,000 in each of the past three years to match Intel employee charitable contributions to Harvard University, amounting to less than 0.001% of Harvard’s consolidated annual revenue for each of the past three years. |

  62. COMPENSATION COMMITTEE

    | • | Reviews and approves the performance measures and goals for our executive officers. |

  63. COMPENSATION COMMITTEE

    | • | Reviews and grants equity awards to our executive officers. |

  64. COMPENSATION COMMITTEE

    | • | Administers Intel’s equity incentive plans. |

  65. COMPENSATION COMMITTEE

    The Compensation Committee is responsible for determining compensation for Intel executives (including our CEO and our Chairman), while the Corporate Governance and Nominating Committee recommends to the full Board the compensation for non-employee directors. The Compensation Committee can designate one or more of its members to perform duties on its behalf, subject to reporting to or ratification by the Compensation Committee, and can delegate to other Board members, or an officer or officers of the company, the authority to review and grant stock-based compensation for employees who are not executive officers. The Compensation Committee retains an independent executive compensation consultant, Farient Advisors LLC (Farient), to provide input, analysis, and advice about Intel’s executive compensation philosophy, peer groups, pay positioning (by pay component and in total) relative to peer companies, compensation design, equity usage and allocation, and risk assessment under Intel’s compensation programs. Farient reports directly to the Compensation Committee and interacts with management at the committee’s direction. Farient did not perform work for Intel in 2017 except under its engagement by the Compensation Committee, and it provided the committee with a report covering factors specified in SEC rules regarding potential conflicts of interest arising from the consultant’s work. Based on this report and its discussions with Farient, the committee determined that Farient’s work in 2017 did not raise any conflicts of interest. The CEO makes recommendations to the Compensation Committee on the base salary, annual incentive cash targets, and equity awards for all executive officers other than himself and the Chairman of the Board. These recommendations are based on his assessment of each executive officer’s performance during the year and his review of compensation surveys. For more information on the responsibilities and activities of the Compensation Committee, including the processes for determining executive compensation, see “Compensation Discussion and Analysis,” “Report of the Compensation Committee,” and “Executive Compensation” in this proxy statement, and the Compensation Committee’s charter (available at www.intc.com/committees-charters).

  66. COMMUNICATIONS FROM STOCKHOLDERS TO DIRECTORS

    | DIRECTOR COMPENSATION |

  67. COMMUNICATIONS FROM STOCKHOLDERS TO DIRECTORS

    The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity, with the majority of compensation provided in the form of equity. The Corporate Governance and Nominating Committee, consisting solely of independent directors, has the primary responsibility for reviewing director compensation and considering any changes in how we compensate our non-employee directors. The Board reviews the committee’s recommendations and determines the amount of director compensation. Intel’s Legal department, our Corporate Secretary, and the Compensation and Benefits Group in the Human Resources department support the committee in recommending director compensation and creating director compensation programs. In addition, the committee can engage outside advisors, experts, and others to assist the committee. The director peer group is the same as the peer group considered by the Compensation Committee in setting executive compensation for 2017 and consisted of 15 technology companies and 10 companies in Standard & Poor’s S&P 100* Index (S&P 100), as described in detail below under “Compensation Discussion and Analysis; External Competitive Considerations for 2017.” The committee targets cash and equity compensation at the average of the director peer group. For 2017, annual compensation for non-employee directors consisted of the following elements:

  68. COMMUNICATIONS FROM STOCKHOLDERS TO DIRECTORS

    | Board Fees | | | Cash retainer(1) | $90,000 | | Variable performance-based restricted stock units, which we refer to as “outperformance” restricted stock units (OSUs) | Targeted value of approximately $110,000 | | Restricted stock units (RSUs) | Targeted value of approximately $110,000 | | Committee Fees(1) | | | Audit Committee chair | $30,000 | | Compensation Committee chair | $20,000 | | Corporate Governance and Nominating Committee chair | $20,000 | | Executive Committee chair | $10,000 | | Finance Committee chair | $10,000 | | Non-chair Audit Committee member | $15,000 | | Non-chair Compensation Committee member | $10,000 | | Lead Director Fee(1) | | | Additional cash retainer | $40,000 |

  69. COMMUNICATIONS FROM STOCKHOLDERS TO DIRECTORS

    | 2018 PROXY STATEMENT | Director Compensation | 31 |

  70. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 The following table details the compensation of Intel’s non-employee directors for the 2017 fiscal year.

  71. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

  72. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Charlene Barshefsky(5) | 100,000 | 210,000 | — | — | 310,000 | | Aneel Bhusri(6) | — | 294,000 | — | — | 294,000 | | John J. Donahoe(4) | 80,000 | 336,700 | — | 135,800 | 552,500 | | Reed E. Hundt | 115,000 | 210,000 | — | — | 325,000 | | Omar Ishrak | 97,500 | 184,200 | — | — | 281,700 | | Tsu-Jae King Liu | 105,000 | 210,000 | — | 5,000 | 320,000 | | James D. Plummer(7) | 52,500 | 210,000 | — | — | 262,500 | | David S. Pottruck | 110,000 | 210,000 | — | 5,000 | 325,000 | | Gregory D. Smith | 86,300 | 184,200 | — | — | 270,500 | | Andrew Wilson | 30,000 | 166,200 | — | 3,000 | 199,200 | | Frank D. Yeary(5) | 138,800 | 210,000 | — | — | 348,800 | | David B. Yoffie(8) | 110,000 | 210,000 | 44,000 | 1,900 | 365,900 |

  73. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (1) Consists of OSUs and RSUs valued at grant date fair values (computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718). Grant date fair value of RSUs is calculated assuming a risk-free rate of return of 1.1% and a dividend yield of 2.9%. Grant date fair value of OSUs is calculated assuming volatility of 22.8%, risk-free rate of return of 1.5%, and a dividend yield of 2.9%. For additional information, see “Director Compensation; Equity Awards” below. Assumptions apply to all stock awards with the exception of those granted to Messrs. Ishrak and Smith, who each received awards in May 2017, and Mr. Wilson who received an award in November 2017. They each received prorated fees and stock awards to reflect a partial year of service. Each of their stock awards has the same vesting schedule as the annual awards granted to the other non-employee directors for 2017. |

  74. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (2) Stock awards granted to Messrs. Ishrak and Smith consist of OSUs and RSUs valued at grant date fair values (computed in accordance with ASC Topic 718). Grant date fair value of RSUs is calculated assuming a risk-free rate of return of 1.2% and a dividend yield of 3.0%. Grant date fair value of OSUs is calculated assuming volatility of 22.6%, risk-free rate of return of 1.4%, and a dividend yield of 3.0%. |

  75. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (3) Stock awards granted to Mr. Wilson consist of OSUs and RSUs valued at grant date fair values (computed in accordance with ASC Topic 718). Grant date fair value of RSUs is calculated assuming a risk-free rate of return of 1.5% and a dividend yield of 2.4%. Grant date fair value of OSUs is calculated assuming volatility of 20.9%, risk-free rate of return of 1.6%, and a dividend yield of 2.3%. |

  76. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (4) Because Mr. Donahoe retired from the Board in May 2017, all RSUs and OSUs granted to him in 2017, including RSUs granted in lieu of cash fees for Mr. Donahoe’s 2016 Board service, were canceled upon his retirement in accordance with the terms of his applicable non-employee director RSU grant agreement. Because the RSUs’ terms resulted in Mr. Donahoe forfeiting amounts attributable to his 2016 Board fees, the Corporate Governance and Nominating Committee approved the payment of Mr. Donahoe’s earned 2016 Board fees, in the amount of $135,800 in cash after his retirement, which is reported in the “All Other Compensation” column. The Intel Foundation made matching charitable contributions on behalf of Dr. Liu ($5,000), Mr. Pottruck ($5,000), Mr. Wilson ($3,000), and Dr. Yoffie ($1,900). Directors’ charitable contributions to schools and universities that meet the guidelines of Intel’s employee charitable matching gift program are eligible for matching funds. |

  77. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (5) Ambassador Barshefsky and Mr. Yeary participated in the Cash Deferral Election, under which they each elected to defer their cash compensation until their respective retirement from the Board. |

  78. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (6) Includes 2,438 RSUs granted to Mr. Bhusri in 2017 in lieu of his annual cash retainer for 2016. Mr. Bhusri’s annual cash retainer, Lead Director fee, and committee chair/co-chair fees for 2017 were paid in the form of RSUs granted in 2018. |

  79. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (7) Dr. Plummer retired from the Board in May 2017. RSUs and OSUs granted in 2017 to Dr. Plummer were canceled upon his retirement in accordance with the terms of the applicable non-employee director RSU grant agreement. |

  80. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | (8) Dr. Yoffie is the only current director covered by the Board’s retirement program, which ended in 1998. At that time, Dr. Yoffie was vested with the nine years he had served on the Board at that point. He will receive an annual benefit equal to the annual retainer fee in effect at the time of payment, to be paid beginning upon his departure from the Board. Payments will continue for nine years, or until his death, whichever is earlier. The amounts in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the Director Compensation for Fiscal Year 2017 table represent the net actuarial change in pension value accrued under this program. Assumptions used in determining these changes include an interest rate of approximately 3.7%, a retirement age of 65 or current age if older, the RP2014 Mortality Tables, and an annual benefit amount of $90,000. |

  81. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | 32 | Director Compensation | 2018 PROXY STATEMENT |

  82. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    RSUs in Lieu of Fees. Under the “RSUs in Lieu of Cash Election” program, non-employee directors can elect to receive 100% of their cash compensation in the form of RSUs (but not less than 100%). RSUs elected in lieu of payments in cash generally have the same vesting terms as the annual RSU grant to directors. This election is made year by year, and must be made in the tax year before the compensation will be earned. Under this program, in February 2017, Mr. Bhusri was granted 2,438 RSUs in lieu of cash and Mr. Donahoe was granted 3,678 RSUs in lieu of cash for their fees earned from January 1, 2016 to December 31, 2016. Because the RSUs’ terms resulted in Mr. Donahoe forfeiting amounts attributable to his 2016 Board fees, the Corporate Governance and Nominating Committee approved the payment of Mr. Donahoe’s earned 2016 Board fees, in the amount of $135,800 in cash after his retirement. Annual Equity Awards. Each non-employee director received annual grants of OSUs and RSUs with a combined target value on the grant date of approximately $220,000, with the exception of Messrs. Ishrak and Smith, whose awards were each granted with a prorated combined target value on the grant date of approximately $183,300, and Mr. Wilson whose award was granted with a prorated combined target value on the grant date of approximately $146,700. The grant date fair value reported in the “Stock Awards” column in the Director Compensation for Fiscal Year 2017 table above differs from these amounts because of changes in the fair value of these awards between the date they were approved and the date they were granted. In addition, the fair value of an RSU for accounting purposes is discounted for present value of dividends that are not paid on RSUs prior to vesting. Outperformance restricted stock units (OSUs) are variable performance-based restricted stock units. On February 1, 2017, Intel granted OSUs with a target amount of 2,852 shares to each non-employee director, with the exception of Messrs. Ishrak and Smith, who were elected to the Board in March of 2017, and Mr. Wilson, who was elected to the Board in September of 2017. Messrs. Ishrak and Smith were granted OSUs with a target amount of 2,697 shares on May 2, 2017. Mr. Wilson was granted OSUs with a target amount of 1,532 shares on November 1, 2017. The grant date fair value of each director OSU grant was $107,300, with the exception of OSU grants to Messrs. Ishrak and Smith, which each had a grant date fair value of $96,600, and to Mr. Wilson, which had a grant date fair value of $87,100. Director OSUs granted in 2017 (including to Messrs. Ishrak, Smith and Wilson) vest in full on the 37-month anniversary of February 1, 2017 if the director is still serving at that time. If a director retires from the Board before the vesting date, is either 72 or older or has at least seven years of service on the Board, and was reelected to the Board at the next annual stockholders’ meeting following the grant of the OSUs, he or she will be able to retain the unvested awards. The number of shares of Intel common stock that a director receives from this grant will range from 0% to 200% of the target amount, subject to the same performance payout conditions that are applicable to OSUs granted to our listed officers, as discussed below under “Compensation Discussion and Analysis; OSU Awards.” Directors will not receive dividend equivalents on unvested OSUs granted in 2017. Restricted stock units (RSUs) generally vest in equal annual installments over a three-year period from the grant date. On February 1, 2017, Intel granted each non-employee director 2,980 RSUs, with the exception of Messrs. Ishrak and Smith, who were granted 2,534 shares on May 2, 2017; and Mr. Wilson, who was granted 1,797 shares on November 1, 2017. All director RSUs granted in 2017 (including to Messrs. Ishrak, Smith, and Wilson) vest in equal annual installments over a three-year period from February 1, 2017. The grant date fair value of each director RSU grant was $102,700, with the exception of RSU grants to Messrs. Ishrak and Smith, which each had a grant date fair value of $87,600, and Mr. Wilson, which had a grant date fair value of $79,100. All RSU shares are payable upon retirement from the Board if a director is 72 years old or has at least seven years of service on the Board, provided that he or she was re-elected to the Board at the next annual stockholders’ meeting following the grant of the RSUs. Directors do not receive dividend equivalents on unvested RSUs. Deferred Compensation Program. This program allows non-employee directors to defer their cash and equity compensation. Under the cash deferral program, directors may defer up to 100% of their cash compensation and receive an investment return on the deferred funds as if the funds were invested in Intel common stock. Participants receive credit for reinvestment of dividends under this cash deferral program. Plan participants must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments over five or 10 years, and to begin receiving distributions either at retirement or at a future date not less than 24 months from the election date. This deferred cash compensation is an unsecured obligation for Intel. The equity deferral program allows directors to defer the settlement of their vested RSUs and OSUs until termination of service. Directors can elect to defer only RSUs, only OSUs, or both, but the election must be all-or-nothing with respect to the type of equity award, applying to all RSUs, all OSUs, or all equity awards granted during the year, as applicable. Directors do not receive dividends on deferred RSUs and OSUs except the terms of OSUs granted prior to 2017 generally provide that directors receive dividend equivalents on the final shares earned and vested, payable upon vesting in the form of additional shares. If a director elected to defer his or her OSUs granted prior to 2017, the settlement of these dividend equivalent shares will also be deferred along with the vested OSU shares, but further dividends are not earned or payable on any shares during the deferral period between vesting and settlement.

  83. DIRECTOR COMPENSATION FOR FISCAL YEAR 2017 TABLE

    | 2018 PROXY STATEMENT | Director Compensation | 33 |

  84. OUTSTANDING EQUITY AWARDS FOR DIRECTORS

    OUTSTANDING EQUITY AWARDS FOR DIRECTORS The following table provides information on the outstanding equity awards held at fiscal year-end 2017 by the non-employee directors who served during fiscal 2017, with OSUs shown at their target amount. Market value is determined by multiplying the number of shares by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year.

  85. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

  86. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | | STOCK UNITS | | | | | Name | Unvested RSUs(1) (#) | Market Value of Unvested RSUs(2) ($) | Unvested OSUs(1) (#) | Market Value of Unvested OSUs(2) ($) | | Charlene Barshefsky | 6,431 | 296,900 | 7,892 | 364,300 | | Aneel Bhusri | 10,875 | 502,000 | 7,892 | 364,300 | | John J. Donahoe(3) | — | — | 5,040 | 232,600 | | Reed E. Hundt | 6,431 | 296,900 | 7,892 | 364,300 | | Omar Ishrak | 2,534 | 117,000 | 2,697 | 124,500 | | Tsu-Jae King Liu | 4,030 | 186,000 | 4,122 | 190,300 | | James D. Plummer(3) | — | — | 5,040 | 232,600 | | David S. Pottruck | 6,431 | 296,900 | 7,892 | 364,300 | | Gregory D. Smith | 2,534 | 117,000 | 2,697 | 124,500 | | Andrew Wilson | 1,797 | 82,900 | 1,532 | 70,700 | | Frank D. Yeary | 6,431 | 296,900 | 7,892 | 364,300 | | David B. Yoffie | 6,431 | 296,900 | 7,892 | 364,300 |

  87. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (1) Vested but deferred awards are excluded from this column. Awards in this column may vest and become payable, or may be retained by the director, upon the director’s retirement from the Board, depending on the director’s age or length of service. |

  88. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (2) The market value of vested but deferred awards is excluded from this column. |

  89. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (3) Mr. Donahoe and Dr. Plummer left the Board in May 2017. RSUs and OSUs granted to them prior to 2017 became vested under applicable retirement vesting terms, but the OSUs included in this table have not yet been settled and remain outstanding, as they have not yet completed the applicable performance periods for calculating the final OSU payouts. |

  90. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    Non-Employee Director Stock Ownership Guidelines. Intel’s stock ownership guidelines state that each non-employee director must acquire and hold at least 15,000 shares of Intel common stock within five years of joining the Board. After each succeeding five years of Board service, they must own an additional 5,000 shares (for example, 20,000 shares after 10 years of service). Unvested OSUs and unvested RSUs do not count toward this requirement. Deferred OSUs and RSUs count toward this requirement once they vest. As of December 30, 2017, each non-employee director nominee had met these ownership guidelines or still had time to do so. Equipment. Intel provides each non-employee director a laptop computer for personal use and offers each director the use of other equipment employing Intel® technology. Travel Expenses. Intel does not pay meeting fees. We reimburse our directors for their travel and related expenses in connection with attending Board meetings and Board-related activities, such as Intel site visits and sponsored events, as well as continuing education programs.

  91. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | 34 | Director Compensation | 2018 PROXY STATEMENT |

  92. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |

  93. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    The Board’s Audit Committee is responsible for review, approval, or ratification of “related-person transactions” involving Intel or its subsidiaries and related persons. Under SEC rules, a related person is a director, officer, nominee for director, or a greater than 5% stockholder of the company since the beginning of the previous fiscal year, and their immediate family members. Intel has adopted written policies and procedures that apply to any transaction or series of transactions in which the company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest. The Audit Committee has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:

  94. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | • | any transaction with another company for which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue; |

  95. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | • | any charitable contribution, grant, or endowment by Intel or the Intel Foundation to a charitable organization, foundation, or university for which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts, or any matching contribution, grant, or endowment by the Intel Foundation; |

  96. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | • | compensation to executive officers determined by the Compensation Committee; |

  97. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | • | compensation to directors determined by the Board; |

  98. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | • | transactions in which all security holders receive proportional benefits; and |

  99. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | • | banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service. |

  100. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    Intel personnel in the Legal and Finance departments review transactions involving related persons that are not included in one of the preceding categories. If they determine that a related person could have a significant interest in such a transaction, the transaction is forwarded to the Audit Committee for review. The Audit Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. The Audit Committee reviews all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent of the related person’s interest in the transaction; and, if applicable, the availability of other sources of comparable products or services. Since the beginning of 2017, there were no related-person transactions under the relevant standards.

  101. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | 2018 PROXY STATEMENT | Certain Relationships and Related Transactions | 35 |

  102. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | CODE OF CONDUCT |

  103. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    Our Code of Conduct applies to our directors with respect to their Intel-related activities, as well as to our executive officers and all other employees. We expect our directors, executives, and other employees to avoid any activity that is or has the appearance of being a conflict of interest with Intel. This includes not engaging in activities that compete with or are adverse to Intel, or that interfere with the proper performance of duties or responsibilities to Intel, and not using confidential company information, company assets, or their position at Intel for personal gain in violation of our policy. Directors and executive officers must inform us of any situation that may be perceived as a conflict of interest with Intel, and the Board oversees the resolution of any potential conflicts. The Board oversees resolution of any conflict or apparent conflict involving a director or executive officer, and may enlist the Legal Department to determine whether a conflict exists, and if so, how to resolve it. Any waivers of these conflict rules with regard to a director or an executive officer require the prior approval of the Board. Our Code of Conduct is our code-of-ethics document. Our Code of Conduct is posted on our website at www.intel.com. We intend to disclose future amendments to certain portions of the Code of Conduct or waivers of such provisions granted to executive officers and directors on the website within four business days following the date of such amendment or waiver.

  104. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | 36 | Code of Conduct | 2018 PROXY STATEMENT |

  105. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  106. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    The following table presents the beneficial ownership of our common stock by beneficial owners of more than 5% of our common stock, each of our directors and listed officers, and all of our directors and executive officers as a group. This information is as of February 26, 2018, except as otherwise indicated in the notes to the table. Amounts reported under “Number of Shares of Common Stock Beneficially Owned as of February 26, 2018” include the number of shares subject to RSUs and stock options that become exercisable or vest within 60 days of February 26, 2018 (which are shown in the columns to the right). Our listed officers are the seven current and former executive officers identified below in the “Compensation Discussion and Analysis” section of this proxy statement. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment power with respect to the securities listed.

  107. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | Stockholder | Number of Shares of Common Stock Beneficially Owned as of February 26, 2018 | Percent of Class | Number of Shares Subject to Options Exercisable as of February 26, 2018 or Which Become Exercisable Within 60 Days of This Date | Number of RSUs That Vest Within 60 Days of February 26, 2018 | | The Vanguard Group, Inc. | 342,257,408(1) | 7.3 | | | | BlackRock, Inc. | 295,278,936(2) | 6.3 | | | | Directors and Executive Officers | | | | | | Andy D. Bryant, Chairman of the Board | 469,439(3) | ** | — | 3,031 | | Diane M. Bryant, Former Group President, Data Center Group | 315,246(4) | ** | 204,300 | — | | Brian M. Krzanich, Chief Executive Officer | 264,084 | ** | — | 13,381 | | Stacy J. Smith, Former Group President, Manufacturing, Operations and Sales | 217,480(5) | ** | — | — | | David B. Yoffie, Director | 188,255(6) | ** | — | 3,213 | | Charlene Barshefsky, Director | 123,522(7) | ** | — | 3,213 | | David S. Pottruck Director | 119,188(8) | ** | — | 3,213 | | Reed E. Hundt, Director | 82,280 | ** | — | 3,213 | | Frank D. Yeary, Director | 68,898(9) | ** | — | 3,213 | | Robert H. Swan, Executive Vice President, Chief Financial Officer | 68,710(10) | ** | — | — | | Navin Shenoy, Executive Vice President, General Manager, Data Center Group | 42,613 | ** | — | 21,651 | | Dr. Venkata (Murthy) Renduchintala, Group President, Client and Internet of Things Businesses and System Architecture Group, Chief Engineering Officer | 31,511 | ** | — | 29,272 | | Aneel Bhusri, Director | 16,384(11) | ** | — | — | | Tsu-Jae King Liu, Director | 2,044 | ** | — | — | | Omar Ishrak, Director | 1,280 | ** | — | — | | Gregory D. Smith, Director | 1,255(12) | ** | — | — | | Andrew Wilson, Director | 599(13) | ** | — | — | | Risa Lavizzo-Mourey, Director | —(14) | ** | — | — | | All current directors and executive officers as a group (16 individuals) | 1,480,062(15) | ** | — | 83,400 |

  108. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | ** Less than 1% |

  109. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (1) As of December 31, 2017, based on information set forth in a Schedule 13G filed with the SEC on February 9, 2018 by The Vanguard Group. The Vanguard Group’s business address is 100 Vanguard Blvd., Malvern, PA 19355. |

  110. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | 2018 PROXY STATEMENT | Security Ownership of Certain Beneficial Owners and Management | 37 |

  111. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (2) As of December 31, 2017, based on information set forth in a Schedule 13G/A filed with the SEC on February 8, 2018 by BlackRock, Inc. BlackRock, Inc.’s business address is 55 East 52nd St., New York, NY 10055. |

  112. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (3) Includes 1,600 shares held by Mr. Bryant’s son and 1,000 shares held by Mr. Bryant’s daughter. Mr. Bryant disclaims beneficial ownership of these shares. Also includes 1,148 shares held jointly with Mr. Bryant’s spouse for which Mr. Bryant shares voting and investment power. |

  113. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (4) Represents Ms. Bryant’s holdings, including the number of shares subject to RSUs and stock options that became exercisable or vested within 60 days, as of December 1, 2017, her last date of employment. |

  114. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (5) Represents Mr. Smith’s holdings, including the number of shares subject to RSUs and stock options that became exercisable or vested within 60 days, as of January 31, 2018, his last date of employment. |

  115. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (6) Includes 129,114 shares held jointly with Dr. Yoffie’s spouse for which Dr. Yoffie shares voting and investment power. |

  116. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (7) Includes 17,370 deferred but vested RSUs held by Ambassador Barshefsky. Also includes 6,800 shares held jointly with Ambassador Barshefsky’s spouse for which Ambassador Barshefsky shares voting and investment power. |

  117. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (8) Includes 800 shares held by Mr. Pottruck’s daughter. Also includes a total of 13,400 shares held in two separate annuity trusts for the benefit of Mr. Pottruck’s brother for which Mr. Pottruck shares voting and investment power. |

  118. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (9) Includes 52,548 shares held in a family trust for which Mr. Yeary shares voting and investment power. |

  119. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (10) Includes 3,364 shares held in family trust for which Mr. Swan shares voting and investment power. |

  120. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (11) Includes 9,262 deferred but vested RSUs held by Mr. Bhusri. |

  121. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (12) Includes 410 shares held in a revocable trust by Mr. Smith’s spouse. |

  122. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (13) Mr. Wilson became a director on September 13, 2017. |

  123. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (14) Dr. Lavizzo-Mourey became a director on March 14, 2018. |

  124. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | (15) Excludes Ms. Bryant and Mr. Smith as they were not executive officers as of November 2017. |

  125. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2017 TABLE

    | 38 | Security Ownership of Certain Beneficial Owners and Management | 2018 PROXY STATEMENT |

  126. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

    | • | Other Aspects of Our Compensation Programs—A discussion of our compensation framework, our use of peer group data, and other policies and processes related to our executive compensation programs. |

  127. LISTED OFFICER PAY

    | • | incentivizing executives to drive business performance over both the short and long term; |

  128. LISTED OFFICER PAY

    Equity. The majority of compensation for Intel’s listed officers, approximately two-thirds, is delivered in the form of stock-based compensation, designed to create long-term alignment with our stockholders. This is primarily in the form of performance-based restricted stock units (referred to as “OSUs” or “outperformance stock units”) that vest based on Intel’s total stockholder return (TSR) as measured against the S&P 500 Information Technology Index over a three-year period, driving a focus on delivering a superior return for stockholders. The remainder is in the form of time-based restricted stock units (referred to as “RSUs”). Additionally, listed officers are subject to robust stock ownership requirements that further reinforce alignment with stockholders over the long term.

  129. LISTED OFFICER PAY

    Cash. The next largest portion of a listed officer’s compensation is the annual incentive cash payout, which is based on a combination of annual company-wide financial goals and specific business unit objectives. We believe that alignment of annual financial and operational goals incentivizes the achievement of results that should ultimately drive stockholder value creation, and further enhances the link between pay and performance for our listed officers and other executives. The remaining components of our listed officers’ total direct compensation consists of a competitive base salary and quarterly incentive cash. Benefits. In addition to the elements of total direct compensation (salary, quarterly and annual incentive cash payments, and long-term stock-based compensation), we provide a competitive benefits package that includes health care, retirement benefits, financial planning, life insurance, and other programs that are designed to allow executives to maximize time and attention on activities designed to increase stockholder value. We believe that the sum of these components enables Intel to attract and retain the very best talent.

  130. PAY FOR PERFORMANCE

    PAY FOR PERFORMANCE The annual incentive cash plan, based on the financial and operational performance for 2017, resulted in a corporate average payout of 116% of the annual incentive cash target, as compared with the 2016 payout of 101% of target.

  131. PERFORMANCE AND INCENTIVE PAY FOR 2017

    | • | By using financial measures such as net income growth and TSR, our incentive plans provide a clear and quantifiable link to the creation of long-term stockholder value. |

  132. PERFORMANCE AND INCENTIVE PAY FOR 2017

    | • | To further link the long-term interests of management and stockholders, Intel has established stock ownership guidelines that specify a number of shares that executive officers must accumulate and hold. |

  133. LISTED OFFICERS’ TOTAL DIRECT COMPENSATION MIX

    LISTED OFFICERS’ TOTAL DIRECT COMPENSATION MIX The majority of executive compensation for our listed officers is delivered through programs that link pay realized by executive officers with financial and operational results, and with TSR. Variable cash compensation payouts under our annual incentive cash plan were based on measures of absolute and relative financial performance, company performance relative to operational goals, and individual performance. The bar chart below shows the components of total direct compensation for each listed officer, as a percentage of the total. For most of our listed officers, this is comprised of: base salary; quarterly and annual incentive cash; and RSUs and OSUs granted in the year.

  134. LISTED OFFICERS’ TOTAL DIRECT COMPENSATION MIX

    | (1) Excludes new hire bonuses for Mr. Swan and Mr. Renduchintala. |

  135. 2017 INCENTIVE COMPENSATION PAYOUTS

    2017 INCENTIVE COMPENSATION PAYOUTS

  136. INCENTIVE CASH COMPENSATION

    INCENTIVE CASH COMPENSATION The corporate average payout percentage under the annual incentive cash plan for 2017 was 116% of the annual incentive cash target, compared to 101% in 2016. The Compensation Committee decided to use net income, as adjusted for the one-time tax impacts from the recognition of provisional estimates associated with the December 22, 2017 enactment of the U.S. Tax Cuts and Jobs Act (Tax Reform), for purposes of facilitating a better comparison of our current operating performance to that of prior years. Intel’s adjusted net income was up from the previous year, and was supported by strong performance under the operational measures. The link between our financial performance and the listed officers’ annual incentive cash plan is illustrated in the following graph, which shows how the average annual incentive cash payments have varied based on Intel’s net income, and for 2017 adjusted net income, results.

  137. INCENTIVE EQUITY COMPENSATION

    INCENTIVE EQUITY COMPENSATION For the January 2014 through January 2017 performance period, OSUs vested at 200%, reflecting that Intel’s TSR was 26 percentage points above the peer group median TSR over the performance period. The total payout, including dividend equivalents accrued on earned shares, was 217.1% of target. These payouts are reported in the Stock Option Exercises and Stock Vested in Fiscal Year 2017 table on page 67.

  138. INCENTIVE EQUITY COMPENSATION

    | 48 | Compensation Discussion and Analysis | 2018 PROXY STATEMENT |

  139. ALIGNMENT OF PRINCIPAL ELEMENTS OF PAY-FOR-PERFORMANCE

    ALIGNMENT OF PRINCIPAL ELEMENTS OF PAY-FOR-PERFORMANCE In 2017, the Compensation Committee requested that Farient, the Compensation Committee’s independent consultant, assess the relationship between our CEO’s compensation and long-term performance for our stockholders. In addition to conducting a number of pay-for-performance tests typically relied upon by proxy advisors, Farient used its pay-for-performance alignment model to test the alignment of our CEO’s average annualized performance-adjusted compensation (which includes salary, actual annual incentive cash payments, and the performance-adjusted value of long-term incentives) and performance, as indicated by TSR, over time. In doing so, Farient compared our CEO’s average annualized performance-adjusted compensation over successive three-year rolling periods to our compound annual TSR for the same three-year rolling periods and tested the results against the companies in our peer group (excluding Alphabet, Amazon, Apple, Facebook, and Oracle, which Farient determined are affected by founder CEO pay practices or are skewed by mega-grant equity awards to the CEO in a particular year that result in an outlier situation). As indicated by the chart below, Farient determined that there is a strong relationship between our CEO’s average annualized performance-adjusted compensation and our company’s TSR. Specifically, when our TSR is higher, our CEO’s performance-adjusted compensation is higher, and conversely, when our TSR is lower, our CEO’s performance-adjusted compensation is lower. In addition, Farient’s analysis indicated that our CEO’s average annual performance-adjusted compensation, considering our company’s size and the performance we delivered, has been and continues to be reasonable. Farient considers performance-adjusted compensation to be reasonable for companies that generally pay CEOs, on a performance-adjusted basis, below the upper boundary of a competitive pay range that Farient deems to be acceptable for the performance achieved based on a company’s size and performance. Based on the alignment model, Farient concluded that our company shows a strong relationship between pay and performance compared to our peers. Source: Farient analysis

  140. INTEL’S COMPENSATION BEST PRACTICES

    | | WHAT WE DO | | | Performance-based compensation that uses a variety of performance measures and performance periods | | | Substantial majority of pay is at risk, based on a mix of absolute and relative financial and stock price performance metrics | | | Robust stock ownership guidelines for all executive officers | | | Claw-back policy that applies to our annual incentive cash plan and equity incentive plan | | | Annual Say-On-Pay vote and biennial vote on equity compensation plan | | | Substantial majority of pay is at risk, based on a mix of absolute and relative financial and stock price performance metrics | | | Annual compensation review and risk assessment | | | Limit on maximum incentive payouts |

  141. INTEL’S COMPENSATION BEST PRACTICES

    | | WHAT WE DON’T DO | | | No change in control compensation arrangements | | | No tax gross-ups (except for business expenses such as relocation costs) | | | No special retirement plans exclusively for executive officers | | | No hedging of Intel stock by executives or directors | | | No liberal share recycling under the equity incentive plan | | | No employment agreements (outside of the new hire context) | | | No repricing or exchange of underwater options without stockholder approval |

  142. 2017 CASH COMPENSATION

    2017 CASH COMPENSATION In January of each year, the Compensation Committee conducts a robust review of external market data, individual and company performance, and management recommendations and makes adjustments to compensation accordingly. In connection with that review, the committee made the following cash compensation changes for 2017, for each listed officer. These changes are summarized in the tables that follow. Mr. Krzanich. The committee increased Mr. Krzanich’s base salary by 10% to $1,380,000 and increased his annual incentive cash target by 3% to $3,600,100. The committee determined that these adjustments were appropriate in light of Mr. Krzanich’s exceptional individual performance in the prior fiscal year and after a review of relevant market data. These determinations bring Mr. Krzanich’s total direct compensation fully in line with the market range for the CEO position. Mr. Krzanich’s actual annual incentive cash payment for 2017 was $4,992,200, up 41% from the previous year, as a result of stronger corporate business performance and a 20% individual performance-based adjustment in recognition of Mr. Krzanich leading the company’s strategic transformation and driving record results in 2017. Mr. Bryant. The committee decided to maintain Mr. Bryant’s base salary of $500,000 flat from the previous year, when he transitioned his role toward focusing primarily on supporting and guiding the Board as Chairman and reducing his day-to-day involvement with management and business operational matters. The committee also kept his annual incentive cash target unchanged at $943,100. Mr. Bryant’s actual annual incentive cash payout for 2017 was $1,090,800, down 7% from the previous year, despite stronger corporate business performance, as a result of the reduction of Mr. Bryant’s base salary and annual incentive cash target in 2016 commensurate with the reduction of his employment-related activities. Mr. Swan. The committee decided to maintain Mr. Swan’s base salary flat from the prior year at $850,000 and to increase Mr. Swan’s annual incentive cash target by 34% to $1,500,200. The committee determined that this adjustment was appropriate because of the critical role that Mr. Swan plays in developing and implementing Intel’s business strategy and helping to drive the company’s financial performance. Mr. Swan’s actual annual incentive cash payment for 2017 was $2,080,200 as a result of strong corporate business performance and a 20% individual performance-based adjustment. The committee determined to apply the 20% individual performance-based adjustment in recognition of his strong leadership in driving earnings-per-share growth in 2017, leading the company’s investor relations strategy, and guiding the execution of mergers and acquisitions activities. Mr. Swan also received a cash payout of $1,750,000 in 2017, the second of three installments of his sign-on award, made to him in part to offset compensation forgone when he separated from his prior employer to join Intel. The remaining installment will be paid in 2018, on the second anniversary of his hire date, subject to his continued employment with Intel.

  143. 2017 CASH COMPENSATION

    Dr. Renduchintala. The committee increased Dr. Renduchintala’s base salary by 6% to $954,000 and increased his annual incentive cash target by 6% to $2,226,100. Dr. Renduchintala’s actual annual incentive cash payment for 2017 was $2,574,800, up 21%, as a result of strong corporate business performance. Dr. Renduchintala also received a cash payment of $2,700,000 in 2017, the third and final installment of his sign-on award, made to him in part to offset the cash compensation forgone when he separated from his prior employer to join Intel. Mr. Shenoy. During 2017, Mr. Shenoy was promoted from Senior Vice President to Executive Vice President, and appointed as an executive officer. As a result of his promotion, Mr. Shenoy’s base salary was increased to $750,000 and his annual incentive target was increased to $1,237,500. Mr. Shenoy’s actual incentive cash payment for 2017 was $1,132,000, which reflects a proration of his award based on his different incentive target levels during 2017 (first, as a Senior Vice President and thereafter as an Executive Vice President). Finally, in connection with his appointment as an executive officer, Mr. Shenoy received a cash award of $2,000,000, subject to claw-back if he voluntarily resigns employment with Intel or is terminated for cause prior to December 31, 2019, as discussed in more detail below under “Other Agreements” in this proxy statement. Ms. Bryant. Prior to Ms. Bryant’s retirement, the committee increased her base salary by 28% to $833,600 and increased her annual incentive cash target by 79% to $1,875,600 to bring her cash compensation in line with our other Executive Vice Presidents. Ms. Bryant’s actual annual incentive cash payment for 2017 was $2,038,200, up 131% from 2016, due to a significant increase in her target, strong corporate business performance, and full-year service credit pursuant to her retirement agreement. Finally, Ms. Bryant received a $4,500,000 separation payment pursuant to her retirement agreement, as discussed in more detail below under “Other Agreements” in this proxy statement. Mr. Smith. The committee increased Mr. Smith’s base salary by 4% to $833,600 and increased his annual incentive cash target by 4% to $1,875,600. Mr. Smith’s actual annual incentive cash payment for 2017 was $2,169,400, up 19% from the previous year, as a result of stronger corporate business performance.

  144. ANNUAL INCENTIVE CASH PLAN TARGETS AND PAYMENTS

    ANNUAL INCENTIVE CASH PLAN TARGETS AND PAYMENTS The table below shows the ending target annual incentive for our listed officers under our annual incentive cash plan in 2017, as compared with 2016, with the exception of Mr. Shenoy, who was not a listed officer in 2016.

  145. ANNUAL INCENTIVE CASH PLAN TARGETS AND PAYMENTS

    | Name | 2017 Annual Incentive Cash Target Amount ($) | 2016 Annual Incentive Cash Target Amount ($) | % Change 2017 vs. 2016 | | Brian M. Krzanich | 3,600,100 | 3,500,000 | 3% | | Andy D. Bryant | 943,100 | 943,000 | — | | Robert H. Swan | 1,500,200 | 1,122,000 | 34% | | Venkata (Murthy) Renduchintala | 2,226,100 | 2,100,000 | 6% | | Navin Shenoy | 1,237,500 | n/a | n/a | | Diane M. Bryant | 1,875,600 | 1,050,000 | 79% | | Stacy J. Smith | 1,875,600 | 1,800,000 | 4% |

  146. ANNUAL INCENTIVE CASH PLAN TARGETS AND PAYMENTS

    | ANNUAL INCENTIVE CASH FORMULA DETAILS | | |

  147. ANNUAL INCENTIVE CASH PLAN TARGETS AND PAYMENTS

    The annual incentive cash payout percentage that can be earned is based on a weighted average of three corporate performance components: an absolute financial component (25% weighting), a relative financial component (25% weighting), and an operational performance component (50% weighting). The Compensation Committee assigned a 50% weighting to operational performance because it views operational excellence and technological leadership as ultimately driving superior financial performance. Operational performance for business unit leaders is based on business-unit-specific goals and is intended to drive a sharper focus on key strategic initiatives, increase visibility into those initiatives, and enhance accountability. Generally, for corporate-level officers (including all of our listed officers other than Mr. Shenoy and Ms. Bryant), operational performance is based on the average of 10 business units’ scores that may be adjusted by our CEO at his discretion, as permitted under the annual incentive cash plan. Officers who lead a business unit (Mr. Shenoy and Ms. Bryant in 2017) receive the operational score for their business unit. All operational performance goals are subject to adjustment based on corporate-level goals that for 2017 related to hiring and retaining of diverse (women and under-represented minorities) talent. Following the end of fiscal year 2017, the Compensation Committee reviewed and certified the annual incentive cash plan performance results and determined the final cash payouts. Payouts may be adjusted upward or downward based on individual performance. For 2017, the plan’s formula yielded an annual incentive cash payout of 116% of target, calculated as shown below, reflecting stronger financial performance. For all listed officers other than Mr. Shenoy and Ms. Bryant, the payout was based on the corporate average performance on the operational components. Achievement scores for the operational goals are derived from a process for tracking and evaluating performance; while some goals are quantitative, some goals have non-quantitative measures that require a degree of subjective evaluation. Over the past five years, corporate average operational goals have scored between 90% and 122%, with an average result of 103%, reflecting strong accomplishments in the Programmable Solutions Group, Internet of Things Group, Sales and Marketing Group, and Client Computing Group. Ms. Bryant’s award is based on the performance goals established for the Data Center Group, which she led for a portion of 2017. As such, her annual incentive cash payout was 109% of target. Mr. Shenoy’s award is based on the performance goals established for the Client Computing Group for the five-month period he led the group and on the performance goals of the Data Center Group for the seven-month period he led that group. As such, his annual incentive cash payout for the period he led the Client Computing Group was 122% of target, and his annual incentive cash payout for the period he led the Data Center Group was 109% of target. Finally, in recognition of their individual achievements in 2017 as discussed above, the Compensation Committee determined to apply a 20% individual performance-based adjustment to the annual cash plan performance results for Mr. Krzanich and Mr. Swan.

  148. ANNUAL INCENTIVE CASH PLAN TARGETS AND PAYMENTS

    | 52 | Compensation Discussion and Analysis | 2018 PROXY STATEMENT |

  149. ANNUAL INCENTIVE CASH PLAN TARGETS AND PAYMENTS

    For more information on how the three performance components are measured and on the plan’s formula, see the discussion in “Executive Compensation; 2017 Operational Goals for Incentive Cash Programs; Annual Incentive Cash” on page 66 of this proxy statement. The table below illustrates the calculation of the annual incentive cash payout for 2017 and describes the factors affecting 2017 payouts.

  150. ANNUAL INCENTIVE CASH CALCULATION (IN MILLIONS)

    ANNUAL INCENTIVE CASH CALCULATION (IN MILLIONS)

  151. ANNUAL INCENTIVE CASH CALCULATION (IN MILLIONS)

    | Absolute Financial Performance | 25% | 2017 Intel adjusted net income $15,045 ÷ 2016 Intel net income $10,316 = | 146% | | | | Intel’s adjusted net income increased to $15,045 in 2017, compared with $10,316 in 2016. | | | Relative Financial Performance | 25% | 2017 Intel adjusted net income growth of 146% ÷ 2017 peer group adjusted net income growth of 120% = | 122% | | | | Intel’s adjusted net income increased 46% year over year, compared with 20% adjusted net income growth for the technology peer group, yielding a score of 122% for 2017, compared to 88% for 2016. | | | Operational Performance | 50% | Operational performance corporate average = | 97% | | | | For 2017, business-unit specific goals were linked to performance in several key areas, including financial performance, product development, and launch roadmaps. Individual business unit results ranged from 78% to 117% in 2017. The corporate average operational performance was 97%, compared with 113% achievement in 2016. For 2017, there was no adjustment for corporate-level goals. | |

  152. ANNUAL INCENTIVE CASH CALCULATION (IN MILLIONS)

    | Payout (as a percentage of target): (146% x 25%) + (122% x 25%) + (97% x 50%) = 116% |

  153. ANNUAL INCENTIVE CASH CALCULATION (IN MILLIONS)

    The following table details the annual incentive cash payments for each listed officer for 2016 and 2017 (except for Mr. Shenoy, who was not a listed officer in 2016), reflecting the year-over-year changes resulting from the higher annual incentive cash payout for 2017 and the changes in the annual incentive cash target amounts discussed previously.

  154. ANNUAL INCENTIVE CASH CALCULATION (IN MILLIONS)

    | Name | 2017 Annual Incentive Cash Payment ($) | 2016 Annual Incentive Cash Payment ($) | % Change 2017 vs. 2016 | | Brian M. Krzanich | 4,992,200 | 3,546,700 | 41% | | Andy D. Bryant | 1,090,800 | 1,170,500 | (7)% | | Robert H. Swan(1) | 2,080,200 | 1,136,800 | 83% | | Venkata (Murthy) Renduchintala | 2,574,800 | 2,128,000 | 21% | | Navin Shenoy | 1,132,000 | n/a | n/a | | Diane M. Bryant | 2,038,200 | 882,100 | 131% | | Stacy J. Smith | 2,169,400 | 1,824,000 | 19% |

  155. ANNUAL INCENTIVE CASH CALCULATION (IN MILLIONS)

    | (1) Mr. Swan was hired in October 2016 and as a result, his 2016 Annual Incentive Cash Payment was pro-rated accordingly to $284,200. |

  156. 2017 ANNUAL EQUITY AWARDS

    2017 ANNUAL EQUITY AWARDS In January of each year, the Compensation Committee conducts a robust review of external market data, individual and company performance, expected future contributions, and management recommendations and makes annual equity grants accordingly. In 2017, the committee decided to change the mix of equity-based awards from 60% OSUs and 40% RSUs to 80% OSUs and 20% RSUs (other than for Mr. Bryant, as discussed below). The committee determined to increase the proportion of performance-based awards to further focus executives on driving stockholder return and to increase the percentage of our executives’ total direct compensation that is performance-based. The committee made the following equity grants for each listed officer in 2017, a summary of which is shown in the table on page 55. Mr. Krzanich. Mr. Krzanich was granted an annual equity award with an approved target value of $13,500,000 in 2017, a 13% increase over his 2016 grant. The committee determined to increase his annual equity award in recognition of Mr. Krzanich’s exceptional individual performance in the prior fiscal year and to bring his target total direct compensation fully in line with the market median range for his role. The target annual equity award was split such that 80% of the grant value was in OSUs and 20% was in RSUs. Mr. Bryant. Mr. Bryant was granted an annual equity award with an approved target value of $2,175,000, which was the same as the previous year. The award is split such that 50% of the grant value is in the form of OSUs and 50% is in RSUs, the same allocation that the independent members of the Board of Directors receive annually as part of their compensation. Mr. Swan. Mr. Swan was granted an annual equity award with an approved target value of $6,500,000 in 2017. The award is split such that 80% of the grant value was in OSUs and 20% was in RSUs. Mr. Swan was hired after our 2016 annual equity award cycle and as a result did not receive an annual equity award in 2016, but in connection with his hiring in October 2016, he was granted RSUs in the amount of $9,500,000, made in part to offset the value of equity awards forfeited when he separated from his prior employer. Dr. Renduchintala. Dr. Renduchintala was granted an annual equity award with an approved target value of $6,600,000, a 10% increase over the previous year. The target award amount was aligned to the market for his role and is split such that 80% of the grant value is in OSUs and 20% is in RSUs. In 2016, Dr. Renduchintala was also granted an RSU award of $8,100,000, made in part to offset the value of equity awards forfeited when he separated from his prior employer. Mr. Shenoy. Mr. Shenoy was granted an annual equity award with an approved target value of $4,440,000. The award was split such that 80% of the grant value was in OSUs and 20% was in RSUs. In addition to his annual equity award, the committee approved two additional equity awards to Mr. Shenoy during 2017. In May, the committee approved a grant of $1,105,600 to Mr. Shenoy to bring his total direct compensation in line with his new position as Executive Vice President and General Manager of the Data Center Group; this award was split such that 80% of the grant value was in OSUs and 20% was in RSUs. Finally, in connection with his appointment as an executive officer in November 2017, Mr. Shenoy received an additional RSU grant with a grant date value of $6,000,000. These RSUs vest on a quarterly basis over two years from the grant date, and are designed to provide competitive levels of compensation to Mr. Shenoy during the period before his increased OSU grants can be earned. Ms. Bryant. Ms. Bryant was granted an annual equity award with an approved target value of $5,500,000, a 23% increase over the previous year, to bring her total compensation in line with our other Executive Vice Presidents. The award is split such that 80% of the grant value is in OSUs and 20% is in RSUs. Mr. Smith. Mr. Smith was granted an annual equity award with an approved target value of $5,500,000, a 16% increase over the previous year. The target award amount was aligned to the market for Mr. Smith’s role, and is split such that 80% of the grant value is in OSUs and 20% is in RSUs.

  157. 2017 ANNUAL EQUITY AWARDS

    | 54 | Compensation Discussion and Analysis | 2018 PROXY STATEMENT |

  158. 2017 ANNUAL EQUITY AWARDS

    The table below shows the annual equity award values approved by the committee for our listed officers in 2017, as compared with annual equity award values approved in 2016. As discussed previously, in 2017, annual awards to the listed officers, excluding Mr. Bryant, were composed of approximately 80% OSUs and 20% RSUs by target award amount. Amounts reported in the Summary Compensation Table and the Grants of Plan-Based Awards in Fiscal Year 2017 table on pages 62 and 65 differ marginally from these values due primarily to changes in the fair value of the awards between the date the committee approved awards and the date they were actually granted. In addition, the fair value of an RSU for accounting purposes is discounted for the present value of dividends that are not paid on RSUs prior to vesting.

  159. 2017 ANNUAL EQUITY AWARDS

    | Name | 2017 Approved Value of Annual Equity Awards ($) | 2016 Approved Value of Annual Equity Awards ($) | % Change 2017 vs. 2016 | | Brian M. Krzanich | 13,500,000 | 12,000,000 | 13% | | Andy D. Bryant | 2,175,000 | 2,175,000 | — | | Robert H. Swan(1) | 6,500,000 | n/a | n/a | | Venkata (Murthy) Renduchintala(1) | 6,600,000 | 6,000,000 | 10% | | Navin Shenoy1, 2 | 5,545,600 | n/a | n/a | | Diane M. Bryant | 5,500,000 | 4,475,000 | 23% | | Stacy J. Smith | 5,500,000 | 4,725,000 | 16% |

  160. 2017 ANNUAL EQUITY AWARDS

    | (1) This table excludes Mr. Swan and Dr. Renduchintala’s 2016 new hire awards and Mr. Shenoy’s 2017 retention award, but includes Mr. Shenoy’s 2017 promotional award. Mr. Swan did not receive an annual equity award in 2016 as he was hired after the 2016 annual award cycle. |

  161. 2017 ANNUAL EQUITY AWARDS

    | (2) Mr. Shenoy’s 2016 annual equity award is not included in the table above as he was not a listed officer prior to 2017. |

  162. OSU AWARDS

    OSU AWARDS OSUs are variable performance-based RSUs under which the number of shares of Intel common stock earned is based on Intel’s relative TSR performance over a three-year period. For the 2017 OSU grant, the committee reviewed the peers used for evaluating Intel’s performance for relevance and stability. Following that review, the committee decided that Intel’s TSR performance during the period from 2017 through the end of 2020 will be measured against the S&P 500 Information Technology Index. We measure TSR based on stock price appreciation plus any dividends payable during the performance period. For the 2017 OSU grant, the committee changed the rate at which the OSU payout is reduced for under-performance against the peer group. The payout is reduced at a rate of 4:1—a 4-percentage-point reduction from the target amount of shares for every percentage point of under-performance—compared to a rate of 2:1 for OSUs granted in 2016. Finally, the committee also provided that, unlike OSUs granted in prior years, no dividend equivalent shares would be earned and paid on the vested OSU shares. The committee determined to use OSUs as the primary equity vehicle for listed officers because they are performance-based awards and present potential upside for superior relative stock price performance, but also are “at-risk” in that no shares are earned where the company’s relative TSR performance significantly under-performs the index. The committee believes that placing a maximum limit on the number of shares that may be earned under the OSU awards focuses executives on driving stockholder return while also limiting the excessive risk-taking that may be encouraged by highly leveraged performance awards. Performance is measured over the 36 months following the grant date, and OSUs convert into shares in the 37th month (usually, in February). For more information on how OSUs are earned, see the narrative following the Grants of Plan-Based Awards in Fiscal Year 2017 table in “Executive Compensation.”

  163. RSU AWARDS

    RSU AWARDS RSUs are intended to retain executive officers and reward them for absolute long-term stock price appreciation while providing some value to the recipient even if the stock price declines. RSUs also serve to balance the riskier nature of OSUs and provide a significant incentive to stay with the company. As with RSUs granted in 2016, awards granted to the listed officers in 2017 will vest in substantially equal quarterly increments over three years from the grant date. Quarterly vesting of RSUs helps offset the risks inherent in the all-or-nothing 37-month cliff vesting of the OSUs.

  164. RSU AWARDS

    | 2018 PROXY STATEMENT | Compensation Discussion and Analysis | 55 |

  165. EXTERNAL COMPETITIVE CONSIDERATIONS FOR 2017

    EXTERNAL COMPETITIVE CONSIDERATIONS FOR 2017 To assist the Compensation Committee in its review of executive compensation for 2017, Farient, in conjunction with Intel’s Compensation and Benefits Group, provided compensation data compiled from executive compensation surveys, as well as data gathered from annual reports and proxy statements from companies that the committee selected as a peer group for executive compensation analysis purposes. The historical compensation data was adjusted to arrive at current-year estimates for the peer group. The committee used this data to compare the compensation of our listed officers to that of the peer group. The peer group for 2017 included our 15-company technology peer group and 10 S&P 100 companies outside the technology industry. When the peer group was created in 2007, the committee chose companies from the S&P 100 that resembled Intel in various respects, such as those that made significant investments in research and development and/or had substantial manufacturing and global operations. The committee also selected companies with three-year averages for revenue that approximated Intel’s. The peer group includes companies with which Intel competes for employees and the companies that Intel uses for measuring relative financial performance for annual incentive cash payments. For 2017, we made no changes to the technology or S&P 100 peer groups. The table below shows information for our 2017 technology peer group and peers selected from the S&P 100:

  166. EXTERNAL COMPETITIVE CONSIDERATIONS FOR 2017

    | Company | Reported Fiscal Year | Revenue ($ in billions) | Net Income (Loss) ($ in billions) | Market Capitalization on March 1, 2018 ($ in billions) | | Intel 2017 | 12/30/2017 | 62.8 | 9.6 | 223.89 | | Intel 2017 Percentile | | 58% | 66% | 75% | | Technology Peer Group | | | | | | Alphabet Inc. | 12/31/2017 | 110.9 | 12.7 | 744.46 | | Amazon.com Inc. | 12/31/2017 | 177.9 | 3.0 | 722.99 | | Apple Inc. | 9/30/2017 | 229.2 | 48.4 | 887.95 | | Applied Materials, Inc. | 10/29/2017 | 14.5 | 3.4 | 59.96 | | Cisco Systems, Inc. | 7/29/2017 | 48.0 | 9.6 | 211.01 | | Facebook Inc. | 12/31/2017 | 40.7 | 15.9 | 511.11 | | Hewlett Packard Enterprise Co | 10/31/2017 | 28.9 | 0.3 | 28.83 | | HP Inc. | 10/31/2017 | 52.1 | 2.5 | 38.42 | | International Business Machines Corporation | 12/31/2017 | 79.1 | 5.8 | 142.40 | | Micron Technology Inc. | 8/31/2017 | 20.3 | 5.1 | 55.06 | | Microsoft Corporation | 6/30/2017 | 90.0 | 21.2 | 714.93 | | Oracle Corporation | 5/31/2017 | 37.7 | 9.3 | 205.78 | | Qualcomm Incorporated | 9/24/2017 | 22.3 | 2.5 | 96.16 | | Texas Instruments Incorporated | 12/31/2017 | 15.0 | 3.7 | 104.80 | | TSMC Limited | 12/31/2017 | 32.9 | 11.6 | 213.79 | | S&P 100 Peer Group | | | | | | AT&T Inc. | 12/31/2017 | 160.5 | 29.5 | 221.00 | | DowDuPont Inc. | 12/31/2017 | 62.5 | 1.6 | 160.14 | | General Electric Company | 12/31/2017 | 122.1 | (5.8) | 121.73 | | Johnson & Johnson | 12/31/2017 | 76.5 | 1.3 | 341.48 | | Merck & Co., Inc. | 12/31/2017 | 40.1 | 2.4 | 146.30 | | Pfizer Inc. | 12/31/2017 | 52.5 | 21.3 | 212.10 | | Schlumberger Limited | 12/31/2017 | 30.4 | (1.5) | 90.26 | | United Parcel Service, Inc. | 12/31/2017 | 65.9 | 4.9 | 91.70 | | United Technologies Corporation | 12/31/2017 | 59.8 | 4.6 | 104.21 | | Verizon Communications Inc. | 12/31/2017 | 126.0 | 30.1 | 195.65 |

  167. POST-EMPLOYMENT COMPENSATION ARRANGEMENTS

    | • | retirement acceleration provisions for equity awards. |

  168. OTHER AGREEMENTS

    OTHER AGREEMENTS Pursuant to his offer letter, Dr. Renduchintala was eligible to receive a sign-on cash award and an equity award in part to offset the value he lost by leaving his prior employer. In addition, for 2018, Dr. Renduchintala is eligible to receive a supplemental bonus in the event that his annual incentive cash payment is less than $2,100,000 due to the company’s performance; no such supplemental bonus was payable in 2016 or 2017. Likewise, for 2018, Dr. Renduchintala is eligible for an annual equity grant with a grant date value of at least $6,000,000; In 2016 and 2017, Dr. Renduchintala received an annual equity grant with a grant date value of more than $6,000,000 . Under his offer letter, Dr. Renduchintala was eligible for our standard relocation benefits in connection with his move to the San Francisco Bay Area, as well as certain commuting and travel benefits, including a car and driver for commuting purposes, to optimize his time. Finally, in the event that his employment is terminated by Intel within the first three years of employment for any reason other than cause (as defined in the offer letter), Dr. Renduchintala was eligible for a severance payment, the value of which declines in quarterly increments over the three-year period, subject to his execution and delivery of an effective release of claims in favor of Intel. Pursuant to his offer letter, Mr. Swan was provided certain benefits in part to offset the value he lost by leaving his prior employer, consisting of a sign-on cash award in the aggregate amount of $5,500,000 payable in three installments from 2016 through 2018, and a new-hire RSU with a grant value of $9,500,000. In the event that his employment is terminated by Intel within the first two years of employment for any reason other than cause (as defined in the offer letter), Mr. Swan is eligible to receive the then-unpaid portion of his sign-on award, subject to his execution and delivery of an effective release of claims in favor of Intel. In connection with his appointment as an executive officer, Mr. Shenoy entered into a retention letter with Intel, pursuant to which he received a $2,000,000 lump sum cash award and a $6,000,000 RSU grant in December 2017. Mr. Shenoy’s cash award is subject to claw-back by Intel in the event he resigns from Intel for any reason or his employment is terminated by Intel for cause (as defined in the letter) prior to December 31, 2019. These RSUs were granted in connection with his appointment as an executive officer and are designed to provide competitive levels of compensation to Mr. Shenoy during the period before his increased OSU grants can be earned. Finally, as noted above, Ms. Bryant entered into a retirement agreement pursuant to which she received a $4,500,000 separation payment and full-year service recognition with respect to her 2017 incentive cash payments in connection with her retirement from Intel. In return for these benefits, Ms. Bryant agreed to certain restrictions on the use of confidential information and on solicitation of Intel employees, and granted a customary release of claims in favor of Intel.

  169. INTEL POLICIES REGARDING DERIVATIVES OR “SHORT SALES”

    INTEL POLICIES REGARDING DERIVATIVES OR “SHORT SALES” Intel prohibits directors, listed officers, and other senior employees from investing in any derivative securities of Intel common stock and engaging in short sales or other short-position transactions in Intel common stock. This policy does not restrict ownership of company-granted awards, such as OSUs, RSUs, employee stock options, and publicly traded convertible securities issued by Intel.

  170. INTEL POLICIES REGARDING CLAW-BACKS

    INTEL POLICIES REGARDING CLAW-BACKS Both Intel’s 2014 Annual Performance Bonus Plan (formerly the 2007 Executive Officer Incentive Plan), under which annual incentive cash payments are made, and Intel’s 2006 Equity Incentive Plan, under which annual incentive equity awards are made, include provisions for seeking the return (claw-back) from executive officers of incentive cash payments and stock sale proceeds in the event that those amounts had been inflated due to financial results that later had to be restated. In addition, the 2006 Equity Incentive Plan provides that the Compensation Committee must first determine that the applicable executive officer engaged in conduct contributing to the reason for the restatement.

  171. 2017 SUMMARY COMPENSATION TABLE

    2017 SUMMARY COMPENSATION TABLE

  172. 2017 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(1) | All Other Compensation ($) | Total ($) | | Brian M. Krzanich | 2017 | 1,380,000 | — | 13,076,900 | 5,210,000 | 17,000 | 1,860,800 | 21,544,700 | | Chief Executive Officer | 2016 | 1,250,000 | — | 11,710,600 | 3,699,200 | 3,000 | 2,416,200 | 19,079,000 | | | 2015 | 1,100,000 | — | 9,799,000 | 3,454,700 | — | 279,800 | 14,633,500 | | Andy D. Bryant | 2017 | 500,000 | — | 2,085,800 | 1,159,600 | 237,000 | 90,900 | 4,073,300 | | Chairman of the Board | 2016 | 611,800 | — | 2,111,000 | 1,227,800 | 92,000 | 106,400 | 4,149,000 | | | 2015 | 790,000 | — | 4,585,700 | 1,456,000 | — | 132,800 | 6,964,500 | | Robert H. Swan(2) | 2017 | 850,000 | 1,750,000 | 6,296,300 | 2,193,800 | — | 24,600 | 11,114,700 | | Executive Vice President and Chief Financial Officer | 2016 | 194,800 | 2,750,000 | 8,947,200 | 313,900 | — | 7,000 | 12,212,900 | | Venkata (Murthy) Renduchintala(2) Group President, Client and Internet of Things Businesses and System Architecture Group, and Chief Engineering Officer | 2017 | 954,000 | 2,700,000 | 6,393,100 | 2,718,000 | — | 1,053,500 | 13,818,600 | | | 2016 | 900,000 | 2,700,000 | 13,500,600 | 2,228,400 | — | 1,118,700 | 20,447,700 | | Navin Shenoy(2) | 2017 | 658,300 | 2,000,000 | 11,206,300 | 1,221,100 | — | 204,200 | 15,289,900 | | Executive Vice President General Manager, Data Center Group | | | | | | | | | | Diane M. Bryant(2)(3) | 2017 | 776,800 | — | 5,327,600 | 2,149,000 | 10,000 | 4,853,800 | 13,117,200 | | Former Group President, Data Center Group | 2016 | 618,700 | 400,000 | 4,354,900 | 942,800 | 2,000 | 101,700 | 6,420,100 | | Stacy J. Smith(3) | 2017 | 833,600 | — | 5,327,600 | 2,292,600 | 135,000 | 241,400 | 8,830,200 | | Former Group President, Manufacturing, Operations and Sales | 2016 | 800,000 | — | 4,611,000 | 1,912,400 | 21,000 | 463,500 | 7,807,900 | | | 2015 | 775,000 | — | 4,388,900 | 1,790,800 | — | 139,600 | 7,094,300 |

  173. 2017 SUMMARY COMPENSATION TABLE

    | (1) In 2015 the following listed officers had a loss in pension value of the following amounts: Mr. Bryant ($18,000) and Mr. Smith ($7,000). Mr. Krzanich’s pension value did not change. |

  174. 2017 SUMMARY COMPENSATION TABLE

    | (2) Mr. Swan, Dr. Renduchintala and Ms. Bryant were not listed officers prior to 2016. Mr. Swan was hired in October 2016. Mr. Shenoy was not a listed officer prior to 2017. |

  175. 2017 SUMMARY COMPENSATION TABLE

    | (3) Ms. Bryant ceased being an executive officer of the company in November 2017 and retired from the company in December 2017. Mr. Smith ceased being an executive officer of the company in November 2017 and retired from the company in January 2018. |

  176. 2017 SUMMARY COMPENSATION TABLE

    Bonus. Mr. Swan and Dr. Renduchintala received sign-on cash awards made in part to offset cash compensation forgone when they separated from their prior employers to join Intel. In connection with his appointment as an executive officer, Mr. Shenoy received a $2,000,000 lump sum cash award in December 2017. Mr. Shenoy’s cash award must be paid back to Intel in the event he resigns from Intel for any reason or his employment is terminated by Intel for cause (as defined in his award letter) prior to December 31, 2019. Equity Awards. Under SEC rules, the values reported in the “Stock Awards” column of the Summary Compensation Table reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718), of grants of stock awards to each of the listed officers in the years shown. The grant date fair values of OSUs are provided to us by Radford, an Aon Hewitt Consulting company, using the Monte Carlo simulation valuation method. We calculate the grant date fair value of an RSU by taking the average of the high and low trading prices of Intel common stock on the grant date and reducing it by the present value of dividends expected to be paid on Intel common stock before the RSU vests, because we do not pay or accrue dividends or dividend-equivalent amounts on unvested RSUs.

  177. 2017 SUMMARY COMPENSATION TABLE

    | 62 | Executive Compensation | 2018 PROXY STATEMENT |

  178. 2017 SUMMARY COMPENSATION TABLE

    The following table includes the assumptions used to calculate the aggregate grant date fair value of awards reported for 2017, 2016, and 2015 on a grant-date by grant-date basis.

  179. 2017 SUMMARY COMPENSATION TABLE

    | | Assumptions | | | | | Grant Date | Volatility | Expected Life (Years) | Risk-Free Interest Rate | Dividend Yield | | 1/23/2015 | 27% | n/a | 0.7% | 2.6% | | 7/22/2015 | n/a | n/a | 0.6% | 3.4% | | 1/25/2016 | 23% | n/a | 1.0% | 3.5% | | 7/27/2016 | n/a | n/a | 0.7% | 3.0% | | 10/25/2016 | n/a | n/a | 0.8% | 3.0% | | 2/1/2017 | 23% | n/a | 1.4% | 2.9% | | 8/1/2017 | 22% | n/a | 1.4% | 3.0% | | 12/15/2017 | n/a | n/a | 1.6% | 2.5% |

  180. 2017 SUMMARY COMPENSATION TABLE

    Non-Equity Incentive Plan Compensation. The amounts in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table include incentive cash payments made under the annual incentive cash plan and quarterly incentive cash payments. The allocation of payments was as follows:

  181. 2017 SUMMARY COMPENSATION TABLE

    | Name | Year | Annual Incentive Cash Payments ($) | Quarterly Incentive Cash Payments ($) | Total Incentive Cash Payments ($) | | Brian M. Krzanich(1) | 2017 | 4,992,200 | 217,800 | 5,210,000 | | | 2016 | 3,546,700 | 152,500 | 3,699,200 | | | 2015 | 3,301,700 | 153,000 | 3,454,700 | | Andy D. Bryant | 2017 | 1,090,800 | 68,800 | 1,159,600 | | | 2016 | 1,170,500 | 57,300 | 1,227,800 | | | 2015 | 1,369,700 | 86,300 | 1,456,000 | | Robert H. Swan(1) | 2017 | 2,080,200 | 113,600 | 2,193,800 | | | 2016 | 284,200 | 29,700 | 313,900 | | Venkata (Murthy) Renduchintala | 2017 | 2,574,800 | 143,200 | 2,718,000 | | | 2016 | 2,128,000 | 100,400 | 2,228,400 | | Navin Shenoy | 2017 | 1,132,000 | 89,100 | 1,221,100 | | Diane M. Bryant | 2017 | 2,038,200 | 110,800 | 2,149,000 | | | 2016 | 882,100 | 60,700 | 942,800 | | Stacy J. Smith | 2017 | 2,169,400 | 123,200 | 2,292,600 | | | 2016 | 1,824,000 | 88,400 | 1,912,400 | | | 2015 | 1,698,000 | 92,800 | 1,790,800 |

  182. 2017 SUMMARY COMPENSATION TABLE

    | (1) For 2017, payments include amounts attributable to the positive 20% individual performance adjustment as follows: Mr. Krzanich $828,000 and Mr. Swan $345,000. For more information about these adjustments, see the discussion in “Compensation Discussion and Analysis; 2017 Compensation for our Listed Officers; 2017 Cash Compensation” on page 50 of this proxy statement. |

  183. 2017 SUMMARY COMPENSATION TABLE

    Change in Pension Value and Non-Qualified Deferred Compensation Earnings. The actuarial present value of the benefit that the listed officers have in the tax-qualified pension plan arrangement, which offsets the non-qualified pension plan benefit, increased as of the 2017 fiscal year-end compared with the 2016 fiscal year-end value. Since the benefit is a fixed dollar amount payable at the assumed retirement age of 65, year-to-year differences in the present value of the accumulated benefit arise mainly from changes in the interest rate used to calculate present value and the participant’s age approaching 65. The listed officers had an overall increase in 2017 because the interest rate used to calculate present value decreased from approximately 4.3% for 2016 to approximately 3.7% for 2017.

  184. 2017 SUMMARY COMPENSATION TABLE

    | 2018 PROXY STATEMENT | Executive Compensation | 63 |

  185. 2017 SUMMARY COMPENSATION TABLE

    All Other Compensation. The amounts in the “All Other Compensation” column of the Summary Compensation Table include tax-qualified discretionary company contributions credited under the retirement contribution component of the 401(k) savings plan, discretionary company contributions credited under the retirement contribution component of the non-qualified deferred compensation plan, and payments for perquisites, as detailed in the table below. Perquisites for 2017 include financial planning, eligibility for health evaluations, company-provided transportation (including commuting and relocation services), and residential security costs.

  186. 2017 SUMMARY COMPENSATION TABLE

    | Name | Year | Retirement Plan Contributions(1) ($) | Deferred Compensation Plan Contributions(2) ($) | Tax Gross-Ups(3) ($) | Financial Planning and Physicals ($) | Company- Provided Transportation(4) ($) | Residential Security(4) ($) | Other(5) ($) | | Brian M. Krzanich | 2017 | 13,500 | 243,300 | — | 25,800 | 394,700 | 29,300 | — | | | 2016 | 13,300 | 221,300 | — | 25,700 | 22,200 | 275,200 | — | | | 2015 | 13,300 | 210,100 | — | 16,800 | — | — | — | | Andy D. Bryant | 2017 | 13,500 | 73,400 | — | 4,000 | — | — | — | | | 2016 | 13,300 | 89,100 | — | 4,000 | — | — | — | | | 2015 | 13,300 | 119,500 | — | — | — | — | — | | Robert H. Swan | 2017 | — | — | — | 23,600 | — | — | 1,000 | | | 2016 | — | — | — | 7,000 | — | — | — | | Venkata (Murthy) Renduchintala | 2017 | 13,500 | 147,500 | 700 | 6,000 | 44,800 | 66,700 | 51,900 | | | 2016 | — | — | 32,800 | 7,000 | 56,400 | 77,700 | — | | Navin Shenoy | 2017 | 13,500 | 54,300 | 123,200 | 11,400 | — | 800 | 1,000 | | Diane M. Bryant | 2017 | 13,500 | 74,800 | — | 24,000 | — | 1,100 | 4,740,400 | | | 2016 | 13,300 | 55,900 | — | 24,500 | 8,000 | — | — | | Stacy J. Smith | 2017 | 13,500 | 125,300 | — | 24,000 | — | 300 | — | | | 2016 | 13,300 | 115,800 | — | 24,500 | — | — | — | | | 2015 | 13,300 | 109,000 | — | 17,300 | — | — | — |

  187. 2017 SUMMARY COMPENSATION TABLE

    | (1) Amounts included in the Retirement Plan Contributions column become payable only upon the earliest to occur of retirement, termination, disability, or death (receipt may be deferred following retirement or termination but no later than reaching age 70 1/2). |

  188. 2017 SUMMARY COMPENSATION TABLE

    | (2) Amounts included in the Deferred Compensation Plan Contributions column will be paid to the listed officers after a fixed period of years or upon termination of employment, in accordance with irrevocable elections made in the calendar year before the calendar year in which that compensation is deferred. |

  189. 2017 SUMMARY COMPENSATION TABLE

    | (3) Amounts represent equalization payments to Dr. Renduchintala ($700) and Mr. Shenoy ($123,200) to offset taxes imposed on their relocation benefits, consistent with company-wide policy for relocation costs and expatriate assignments. |

  190. 2017 SUMMARY COMPENSATION TABLE

    | (4) For company-provided aircraft, the amount reported represents the cost per flight hour of the aircraft less amounts reimbursed by the listed officer, except that the amount to be reimbursed by Mr. Krzanich for the fourth quarter of 2017 based on IRS standards had not been determined as of the date of this proxy statement. For other company-provided transportation costs and residential security costs, the amount reported represents the cost to Intel or, with respect to arrangements that are utilized both in business and non-business contexts, an allocation of the cost to Intel of such arrangements. |

  191. 2017 SUMMARY COMPENSATION TABLE

    | (5) The Intel Foundation made matching charitable contributions on behalf of Messrs. Swan and Shenoy ($1,000 each). Amounts represent payments to Dr. Renduchintala ($51,900) for relocation benefits. Amounts represent payments to Ms. Bryant, which include a $4,500,000 separation payment made pursuant to her retirement agreement; and $64,100 for accrued but unused vacation and $176,300 for accrued but unused sabbatical leave, both of which are benefits under broad-based Intel programs. |

  192. 2017 SUMMARY COMPENSATION TABLE

    The “All Other Compensation” column of the Summary Compensation Table includes, in addition to the amounts above, personal security arrangements for Mr. Krzanich in the amount of $1,154,200, for Mr. Smith in the amount of $78,300, and for Dr. Renduchintala in the amount of $722,400. We do not consider these security measures to be a personal benefit for our listed officers, but instead appropriate expenses for the benefit of Intel that arise out of our executives’ employment responsibilities and that are necessary to their job performance. In determining to authorize these non-standard arrangements and expenses, the Board and Compensation Committee have evaluated the need to respond to specific Intel-related incidents and threats, and have reviewed recommendations from a leading security firm and law enforcement agencies. As with security provided when our officers attend public events and business travel-related security that is provided when appropriate, Intel monitors these arrangements and adjusts them as circumstances warrant. In addition, the Board and committee instituted a process for periodic oversight of the nature and cost of security measures and will discontinue, adjust, or enhance security as appropriate. Ms. Bryant entered into a retirement agreement pursuant to which she received a $4,500,000 separation payment, which is reflected in the table above, and full-year service recognition with respect to her 2017 incentive cash payments in connection with her retirement from Intel. In return for these benefits, Ms. Bryant agreed to certain restrictions on the use of confidential information and on solicitation of Intel employees, and granted a customary release of claims in favor of Intel.

  193. 2017 SUMMARY COMPENSATION TABLE

    | 64 | Executive Compensation | 2018 PROXY STATEMENT |

  194. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 The following table presents equity awards granted under the 2006 Equity Incentive Plan and awards granted under our annual incentive cash plan and quarterly incentive cash payments in 2017. Under SEC rules, the values reported in the “Grant Date Fair Value of Stock Awards” column reflect the grant date fair value of grants of stock awards determined under accounting standards applied by Intel, as discussed above.

  195. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

  196. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plans | | Estimated Future Payouts Under Equity Incentive Plans(1) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Approval Date | Award Type | Target ($)(2) | Maximum ($) | Target (#) | Maximum (#) | | | | Brian M. Krzanich | 2/1/2017 | 1/17/2017 | OSU | | | 279,938 | 559,876 | | 10,531,300 | | | 2/1/2017 | 1/17/2017 | RSU | | | | | 73,123 | 2,545,600 | | | 2/1/2017 | 1/17/2017 | Annual Cash | 3,600,100 | 10,000,000 | | | | | | | 2/1/2017 | 1/17/2017 | Quarterly Cash | 217,800 | | | | | | | Andy D. Bryant | 2/1/2017 | 1/17/2017 | OSU | | | 28,189 | 56,378 | | 1,060,500 | | | 2/1/2017 | 1/17/2017 | RSU | | | | | 29,453 | 1,025,300 | | | 2/1/2017 | 1/17/2017 | Annual Cash | 943,100 | 10,000,000 | | | | | | | 2/1/2017 | 1/17/2017 | Quarterly Cash | 68,800 | | | | | | | Robert H. Swan | 2/1/2017 | 1/17/2017 | OSU | | | 134,785 | 269,570 | | 5,070,600 | | | 2/1/2017 | 1/17/2017 | RSU | | | | | 35,208 | 1,225,700 | | | 2/1/2017 | 1/17/2017 | Annual Cash | 1,500,200 | 10,000,000 | | | | | | | 2/1/2017 | 1/17/2017 | Quarterly Cash | 113,600 | | | | | | | Venkata (Murthy) Renduchintala | 2/1/2017 | 1/17/2017 | OSU | | | 136,859 | 273,718 | | 5,148,600 | | | 2/1/2017 | 1/17/2017 | RSU | | | | | 35,749 | 1,244,500 | | | 2/1/2017 | 1/17/2017 | Annual Cash | 2,226,100 | 10,000,000 | | | | | | | 2/1/2017 | 1/17/2017 | Quarterly Cash | 143,200 | | | | | | | Navin Shenoy | 2/1/2017 | 1/17/2017 | OSU | | | 92,069 | 184,138 | | 3,463,600 | | | 8/1/2017 | 5/16/2017 | OSU | | | 31,153 | 62,306 | | 906,900 | | | 2/1/2017 | 1/17/2017 | RSU | | | | | 24,050 | 837,200 | | | 8/1/2017 | 5/16/2017 | RSU | | | | | 5,800 | 198,700 | | | 12/15/2017 | 11/15/2017 | RSU | | | | | 135,692 | 5,799,900 | | | 2/1/2017 | 1/17/2017 | Annual Cash | 1,237,500 | 10,000,000 | | | | | | | 2/1/2017 | 1/17/2017 | Quarterly Cash | 89,100 | | | | | | | Diane M. Bryant | 2/1/2017 | 1/17/2017 | OSU | | | 114,049 | 228,098 | | 4,290,500 | | | 2/1/2017 | 1/17/2017 | RSU | | | | | 29,791 | 1,037,100 | | | 2/1/2017 | 1/17/2017 | Annual Cash | 1,875,600 | 10,000,000 | | | | | | | 2/1/2017 | 1/17/2017 | Quarterly Cash | 110,800 | | | | | | | Stacy J. Smith | 2/1/2017 | 1/17/2017 | OSU | | | 114,049 | 228,098 | | 4,290,500 | | | 2/1/2017 | 1/17/2017 | RSU | | | | | 29,791 | 1,037,100 | | | 2/1/2017 | 1/17/2017 | Annual Cash | 1,875,600 | 10,000,000 | | | | | | | 2/1/2017 | 1/17/2017 | Quarterly Cash | 123,200 | | | | | |

  197. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    | (1) The “Estimated Future Payouts Under Equity Incentive Plans” columns represent the target and maximum number of shares that could be received by each listed officer under OSUs. |

  198. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    | (2) Amounts reported as “Target” in the “Annual Cash” rows are the listed officer’s annual incentive cash target, and the amounts reported as “Target” in the “Quarterly Cash” rows are the listed officer’s 2017 quarterly incentive cash payment. Actual 2017 annual incentive cash payments are reported under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. |

  199. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    | (3) The grant date fair value (computed in accordance with FASB ASC Topic 718) is generally the amount that Intel would expense in its financial statements over the award’s service period, but does not include a reduction for forfeitures. This does not represent the actual value that may be realized by a listed officer upon vesting of the award. |

  200. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    OSU Awards. OSUs granted to the listed officers in 2017 have a three-year performance period from the grant date, and a 37-month vesting schedule, meaning that the performance metrics are measured over the first 36 months, and the corresponding number of shares will vest in the 37th month. The number of shares of Intel common stock to be received at vesting will range from 0% to 200% of the target amount, based on the TSR of Intel common stock measured against the TSR of the S&P 500 Information Technology Index over a three-year period. For OSUs granted to listed officers in 2017, the percentage rates at which OSUs convert into shares are as follows: if Intel’s TSR is within 1% of the peer group’s TSR, OSUs convert into shares at target; if Intel under-performs the S&P 500 Information Technology Index, the percentage at which the OSUs convert into shares will be reduced from 100% at a rate of 4-to-1 (a 4-percentage-point reduction in units for each percentage point of

  201. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    | 2018 PROXY STATEMENT | Executive Compensation | 65 |

  202. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2017 TABLE

    under-performance); if Intel’s TSR is more than 25 percentage points below the TSR of the S&P 500 Information Technology Index, no shares will be issued and the OSUs will be forfeited; and if Intel outperforms the S&P 500 Information Technology Index, the percentage at which the OSUs convert into shares will be increased from 100%, at a rate of 4-to-1 (a 4-percentage-point increase in units for each percentage point of over-performance), with a maximum percentage of 200%. TSR is a measure of stock price appreciation plus any dividends paid during the performance period. In 2017, annual equity awards granted to the listed officers were composed of 80% OSUs and 20% RSUs (other than Mr. Bryant, whose award mix was 50% OSUs and 50% RSUs). RSU Awards. RSUs granted to the listed officers in 2017 will vest in substantially equal quarterly increments over the three years following the grant date, with the following exception: In connection with his appointment as an executive officer in November 2017, Mr. Shenoy received an RSU grant with an approved value of $6,000,000 and these RSUs vest on a quarterly basis over two years from the grant date and are not eligible for retirement vesting acceleration.

  203. STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2017

    STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2017 The following table provides information on stock option exercises and vesting of RSUs and OSUs during fiscal year 2017.

  204. STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2017

    | | OPTION AWARDS | | | STOCK AWARDS | | | | Name | Grant Type | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Total Value Realized on Exercise and Vesting ($) | | Brian M. Krzanich | Option | 871,926 | 17,112,100 | — | — | 17,112,100 | | | RSU | — | — | 116,775 | 4,397,700 | 4,397,700 | | | OSU | — | — | 278,868 | 10,067,100 | 10,067,100 | | Total | | 871,926 | 17,112,100 | 395,643 | 14,464,800 | 31,576,900 | | Andy D. Bryant | Option | 80,645 | 1,135,500 | — | — | 1,135,500 | | | RSU | — | — | 42,712 | 1,607,000 | 1,607,000 | | | OSU | — | — | 182,112 | 6,574,200 | 6,574,200 | | Total | | 80,645 | 1,135,500 | 224,824 | 8,181,200 | 9,316,700 | | Robert H. Swan | Option | — | — | — | — | — | | | RSU | — | — | 98,941 | 4,022,300 | 4,022,300 | | | OSU | — | — | — | — | — | | Total | | — | — | 98,941 | 4,022,300 | 4,022,300 | | Venkata (Murthy) Renduchintala | Option | — | — | — | — | — | | | RSU | — | — | 126,023 | 4,741,100 | 4,741,100 | | | OSU | — | — | — | — | — | | Total | | — | — | 126,023 | 4,741,100 | 4,741,100 | | Navin Shenoy | Option | 15,020 | 266,600 | — | — | 266,600 | | | RSU | — | — | 51,402 | 1,931,200 | 1,931,200 | | | OSU | — | — | 6,002 | 220,000 | 220,000 | | Total | | 15,020 | 266,600 | 57,404 | 2,151,200 | 2,417,800 | | Diane M. Bryant | Option | — | — | — | — | — | | | RSU | — | — | 47,646 | 1,799,500 | 1,799,500 | | | OSU | — | — | 116,732 | 4,214,000 | 4,214,000 | | Total | | — | — | 164,378 | 6,013,500 | 6,013,500 | | Stacy J. Smith | Option | 423,033 | 9,165,400 | — | — | 9,165,400 | | | RSU | — | — | 55,656 | 2,091,300 | 2,091,300 | | | OSU | — | — | 175,120 | 6,321,800 | 6,321,800 | | Total | | 423,033 | 9,165,400 | 230,776 | 8,413,100 | 17,578,500 |

  205. STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2017

    2014—2017 OSU Payout. In 2017, the three-year performance period ended for OSUs granted in 2014, and the committee certified the performance results. Intel’s TSR was 53.3%, above the technology peer group (as described in the 2015 Proxy Statement) TSR of 27.3% by 26 percentage points. The 2014 OSUs paid out at 100% plus 4 percentage points for every

  206. STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2017

    | 2018 PROXY STATEMENT | Executive Compensation | 67 |

  207. STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2017

    percentage point that Intel’s TSR was above the median peer group TSR, not to exceed 200%. Therefore, the OSUs were converted into earned units equal to 200% of target and, together with dividend equivalents accrued on the shares that were earned over the 37-month vesting period, were settled at 217.1% of target and are included in the table above.

  208. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017 The following table provides information regarding outstanding equity awards held by the listed officers as of December 30, 2017. Unless otherwise specified, options (which we stopped granting in 2013) vest at a rate of 25% per year on each of the first four anniversaries of the grant date and RSUs vest quarterly over the first three years from the grant date. Market value for stock options is calculated by taking the difference between the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year ($46.16 on December 29, 2017) and the option exercise price, and multiplying it by the number of outstanding stock options. Market value for stock awards (OSUs and RSUs) is determined by multiplying the number of shares by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year.

  209. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017

    | | STOCK OPTION AWARDS | | | | | | STOCK AWARDS | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Market Value of Unexercised Options ($) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(1) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Brian M. Krzanich | | — | — | | | — | 1/23/2015 | 9,082 | 419,200 | 121,160 | 5,592,700 | | | | | | | | | 1/25/2016 | 66,909 | 3,088,500 | 184,570 | 8,519,800 | | | | | | | | | 2/1/2017 | 54,843 | 2,531,600 | 279,938 | 12,921,900 | | Total | | — | — | | | — | | 130,834 | 6,039,300 | 585,668 | 27,034,400 | | Andy D. Bryant | | — | — | | | — | 1/23/2015 | 4,251 | 196,200 | 56,700 | 2,617,300 | | | | | | | | | 1/25/2016 | 15,159 | 699,700 | 27,880 | 1,286,900 | | | | | | | | | 2/1/2017 | 22,090 | 1,019,700 | 28,189 | 1,301,200 | | Total | | — | — | | | — | | 41,500 | 1,915,600 | 112,769 | 5,205,400 | | Robert H. Swan(2) | | — | — | | | — | 10/25/2016 | 180,280 | 8,321,700 | — | — | | | | | | | | | 2/1/2017 | 26,407 | 1,218,900 | 134,785 | 6,221,700 | | Total | | — | — | | | — | | 206,687 | 9,540,600 | 134,785 | 6,221,700 | | Venkata (Murthy) Renduchintala | | — | — | | | — | 1/25/2016 | 146,360 | 6,756,000 | 92,280 | 4,259,600 | | | | | | | | | 2/1/2017 | 26,812 | 1,237,600 | 136,859 | 6,317,400 | | Total | | — | — | | | — | | 173,172 | 7,993,600 | 229,139 | 10,577,000 | | Navin Shenoy | | — | — | | | — | 4/22/2014 | 1,978 | 91,300 | — | — | | | | | | | | | 1/23/2015 | 2,462 | 113,600 | 14,595 | 673,700 | | | | | | | | | 1/25/2016 | 12,546 | 579,100 | 34,607 | 1,597,500 | | | | | | | | | 7/27/2016 | 8,342 | 385,100 | — | — | | | | | | | | | 2/1/2017 | 18,038 | 832,600 | 92,069 | 4,249,900 | | | | | | | | | 8/1/2017 | 5,317 | 245,400 | 31,153 | 1,438,000 | | | | | | | | | 12/15/2017 | 135,692 | 6,263,500 | — | — | | Total | | — | — | | | — | | 184,375 | 8,510,600 | 172,424 | 7,959,100 | | Diane M. Bryant(3) | 1/22/2010 | 45,000 | — | 20.30 | 3/1/2018 | 1,163,700 | 1/23/2015 | 3,429 | 158,300 | 45,740 | 2,111,400 | | | 1/24/2013 | 204,300 | — | 21.06 | 12/1/2018 | 5,127,900 | 1/25/2016 | 22,163 | 1,023,000 | 61,140 | 2,822,200 | | | | | | | | | 7/27/2016 | 8,342 | 385,100 | — | — | | | | | | | | | 2/1/2017 | 22,344 | 1,031,400 | 114,049 | 5,264,500 | | Total | | 249,300 | — | | | 6,291,600 | | 56,278 | 2,597,800 | 220,929 | 10,198,100 | | Stacy J. Smith | | — | — | | | — | 1/23/2015 | 3,542 | 163,500 | 47,250 | 2,181,100 | | | | | | | | | 7/22/2015 | 5,238 | 241,800 | — | — | | | | | | | | | 1/25/2016 | 26,346 | 1,216,100 | 72,670 | 3,354,400 | | | | | | | | | 2/1/2017 | 22,344 | 1,031,400 | 114,049 | 5,264,500 | | Total | | — | — | | | — | | 57,470 | 2,652,800 | 233,969 | 10,800,000 |

  210. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017

    | 68 | Executive Compensation | 2018 PROXY STATEMENT |

  211. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017

    | (1) OSUs are shown at their target amount. The actual conversion of OSUs into Intel shares following the conclusion of the vesting period (37 months following the grant date) will range from 0% to 200% of that target amount. The actual conversion will depend upon Intel’s TSR performance versus the TSR benchmark over the applicable three-year performance period. Listed officers also will receive dividend equivalents on the final shares earned and vested for OSUs granted prior to 2017, which will pay out upon vesting in the form of additional shares. |

  212. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017

    | (2) Mr. Swan’s October 25, 2016 RSU award vests annually over three years. |

  213. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017

    | (3) Ms. Bryant retired in December 2017 and her RSUs and OSUs vested under retirement eligibility guidelines. Her RSUs are still outstanding as she is not scheduled to receive the underlying shares for six months following her separation from service in accordance with applicable IRS tax regulations, and her OSUs are still outstanding as they have not yet completed their performance period for calculating the final OSU payout. |

  214. PENSION BENEFITS FOR FISCAL YEAR 2017

    PENSION BENEFITS FOR FISCAL YEAR 2017 The following table shows the estimated present value of accumulated pension benefits for the listed officers.

  215. PENSION BENEFITS FOR FISCAL YEAR 2017

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | | Brian M. Krzanich | Pension Plan | n/a | 125,000 | | Andy D. Bryant | Pension Plan | n/a | 2,408,000 | | Robert H. Swan | Pension Plan | n/a | — | | Venkata (Murthy) Renduchintala | Pension Plan | n/a | — | | Navin Shenoy | Pension Plan | n/a | — | | Diane M. Bryant | Pension Plan | n/a | 69,000 | | Stacy J. Smith | Pension Plan | n/a | 939,000 |

  216. PENSION BENEFITS FOR FISCAL YEAR 2017

    | (1) Until distribution, these benefits are also reflected in the listed officer’s balance reported in the Non-Qualified Deferred Compensation table. The amounts of these tax-qualified pension plan arrangements are not tied to years of credited service. Upon termination, the amount that the listed officer receives under the non-qualified deferred compensation plan will be reduced by the amount received under the tax-qualified pension plan arrangement. Mr. Swan and Dr. Renduchintala are not eligible for pension benefits as they were hired after January 1, 2011. |

  217. PENSION BENEFITS FOR FISCAL YEAR 2017

    The U.S. Intel Minimum Pension Plan is a defined benefit plan with two components. The first component provides participants with retirement income that is determined by a pension formula based on final average compensation, Social Security-covered compensation, and length of service upon separation not to exceed 35 years. It provides pension benefits only if the annuitized value of a participant’s account balance in Intel’s tax-qualified retirement contribution plan is less than the pension plan benefit, in which case the pension plan funds a net benefit that makes up the difference. As of December 30, 2017, none of the amounts included in the table above were associated with this component. Effective January 1, 2015, compensation earned and service accruals were frozen as of December 31, 2014 in the U.S. Intel Minimum Pension Plan for all employees at or above a specific grade level, including all listed officers. The second component is a tax-qualified pension plan arrangement under which pension benefits offset amounts that otherwise would be paid under the non-qualified deferred compensation plan described below. Employees who were participants in the non-qualified deferred compensation plan as of December 31, 2003 were able to consent to a one-time change to the non-qualified deferred compensation plan’s benefit formula. This change reduces the employee’s distribution amount from the non-qualified deferred compensation plan by the lump sum value of the employee’s tax-qualified pension plan arrangement at the time of distribution. Each participant’s pension plan arrangement was established as a fixed single life annuity amount based on assumed retirement at age 65. The annual amount of this annuity is $11,700 for Mr. Krzanich, $165,000 for Mr. Bryant, $98,500 for Mr. Smith, $6,900 for Ms. Bryant, and $0 for Mr. Shenoy. Dr. Renduchintala and Mr. Swan were not eligible to participate in these arrangements. Each participant’s benefit was set based on a number of elements, including his or her non-qualified deferred compensation plan balance as of December 31, 2003, IRS pension rules that consider age and other factors, and limits that Intel sets for equitable administration. The benefit under this portion of the plan is frozen, and accordingly, year-to-year differences in the present value of the accumulated benefit arise mostly from changes in the interest rate used to calculate present value and the participant’s age becoming closer to age 65. We calculated the present value assuming that the listed officers will remain in service until age 65, using the interest rate and other assumptions used by Intel for financial statement accounting, as reflected in Note 18 to the financial statements in our Annual Report on Form 10-K for the year ended December 30, 2017. An officer who terminates service before age 65 can elect to receive his or her benefits at any time following termination of employment, but not later than age 65. If such officer works past age 65 then his or her benefits must start upon termination. Distributions before age 55 may be subject to a 10% federal penalty tax.

  218. PENSION BENEFITS FOR FISCAL YEAR 2017

    | 2018 PROXY STATEMENT | Executive Compensation | 69 |

  219. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017 The following table shows the non-qualified deferred compensation activity for each listed officer during fiscal year 2017.

  220. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Intel Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings (Losses) in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions In Last Fiscal Year(4) ($) | Aggregate Balance at Last Fiscal Year-End(5) ($) | | Brian M. Krzanich | 886,700 | 243,300 | 452,400 | — | 3,954,000 | | Andy D. Bryant | 292,600 | 73,400 | 4,023,300 | — | 24,595,000 | | Robert H. Swan | 354,800 | — | 50,100 | — | 433,400 | | Venkata (Murthy) Renduchintala | — | 147,500 | — | — | — | | Navin Shenoy | 376,900 | 54,300 | 463,200 | — | 2,690,600 | | Diane M. Bryant | — | 74,800 | 74,200 | — | 622,000 | | Stacy J. Smith | — | 125,300 | 902,600 | — | 8,344,600 |

  221. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | (1) Amounts included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for 2017. |

  222. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | (2) These amounts, which accrued during fiscal year 2017 and were credited to the participants’ accounts in 2018, are included in the Summary Compensation Table in the “All Other Compensation” column for 2017. |

  223. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | (3) These amounts are not included in the Summary Compensation Table because plan earnings were not preferential or above market. |

  224. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | (4) Withdrawal and distribution amounts are not included in the Summary Compensation Table because these are payouts of prior years’ earnings and contributions. |

  225. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | (5) These amounts are as of December 31, 2017 and do not take into account the amounts in the “Intel Contributions in Last Fiscal Year” column in the table above that were accrued during fiscal year 2017 but were credited to the participants’ accounts in 2018. The following amounts are included in the fiscal year-end balance and previously were reported as compensation to the listed officers in the Summary Compensation Table for 2006 through 2016 (except for Mr. Smith, who was not a listed officer in 2006; Mr. Krzanich who was not a listed officer prior to 2012; Mr. Swan, Dr. Renduchintala, and Ms. Bryant, who were not listed officers prior to 2016; and Mr. Shenoy, who was not a listed officer prior to 2017): Mr. Krzanich, $782,700; Mr. Bryant, $8,829,400; Mr. Swan, $28,300; Dr. Renduchintala, $0; Mr. Shenoy, $175,700; Ms. Bryant, $55,900; and Mr. Smith, $6,504,700. |

  226. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    Intel will distribute the balances reported in the Non-Qualified Deferred Compensation table (plus any future contributions or earnings) to the listed officers in the manner that the officers have chosen under the plan’s terms. Some balances reported in the table above include the offset amount that the employee would receive under the tax-qualified pension plan arrangement; the actual amount distributed under this plan will be reduced by the benefit under the pension plan arrangement. See the Pension Benefits table for these amounts. The following table summarizes the total contributions made by the participant and Intel, including gains, losses, and distributions attributable to such contributions, that were previously reported (or that would have been reported had the participant been a listed officer for all years) in the Summary Compensation Table over the life of the plan. The amounts in the table are as of December 31, 2017 and do not take into account any amounts that were accrued during fiscal year 2017 but were credited to the participants’ accounts in 2018.

  227. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | Name | Aggregate Executive Deferrals over Life of Plan ($) | Aggregate Intel Contributions over Life of Plan ($) | | Brian M. Krzanich | 2,290,200 | 1,663,800 | | Andy D. Bryant | 20,222,400 | 4,372,600 | | Robert H. Swan | 433,400 | — | | Venkata (Murthy) Renduchintala | — | — | | Navin Shenoy | 2,365,900 | 324,700 | | Diane M. Bryant | 2,100 | 619,900 | | Stacy J. Smith | 6,958,200 | 1,386,400 |

  228. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    Intel’s non-qualified deferred compensation plan allows certain highly compensated employees, including listed officers, to defer up to 60% of their salary and up to 75% of their annual incentive cash payment. Gains on equity compensation are not eligible for deferral. Intel’s contributions to the employee’s account represent the portion of Intel’s retirement contribution on eligible compensation (consisting of base salary and annual and quarterly incentive cash payments) earned in excess of the tax code covered compensation limit of $270,000 in 2017. Intel’s contributions are subject to the same vesting provisions as the

  229. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    | 70 | Executive Compensation | 2018 PROXY STATEMENT |

  230. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2017

    retirement contribution plan. After two years of service, Intel’s contributions vest in 20% annual increments until the participant is 100% vested after six years of service. Intel’s contributions also vest in full upon death, disability, or reaching the age of 60, regardless of years of service. All listed officers, other than Dr. Renduchintala and Mr. Swan, are fully vested in the value of Intel’s contributions, as they have more than six years of service. Mr. Swan and Dr. Renduchintala will become fully vested in any Intel contributions by 2020 and 2021, respectively.

  231. DEATH OR DISABILITY

    | CEO PAY RATIO |

  232. DEATH OR DISABILITY

    | 74 | CEO Pay Ratio | 2018 PROXY STATEMENT |