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AGM 2016

May 19, 2016

Andy Bryant
Chairman of the Board, Intel Corporation

The meeting will come to order. I am Andy Bryant, Chairman of the Board of Intel Corporation. It is a pleasure to welcome you to Intel's 2016 annual stockholder meeting, its first all virtual meeting. I would like to introduce Suzan Miller, who is our Corporate Secretary, who goes by the name of Sam, she will also serve as the Meeting Secretary and will take care of meeting formalities.

Suzan Miller
Corporate Secretary, Intel Corporation

Thank you, Andy. We have six proposals here today. We are here to elect directors for the coming year, vote on the selection of Intel's auditors, hold an advisory vote to approve executive compensation, and we have three stockholder proposals. All proposals will have to be properly presented. The polls are now open for those who have not already voted and wish to, and will remain open until the beginning of our CEO's presentation or 8:45 A.M., whichever is later. We will have our CEO report on the state of the company and then a Q&A session. As a reminder, you can submit questions on the window below the screen. On April 4th, 2016, we began to distribute our meeting notice in the proxy statement. March 21, 2016 was our record date for the voting of approximately 5 billion shares outstanding at that time.

Approximately 86% of those shares are present online or represented by proxy at this meeting. This is a majority of the shares outstanding, which is the necessary quorum for this meeting. If you have already voted in any manner, you do not need to do anything further. If you want to change your vote or have not yet voted, you can do so by using the vote buttons on the portal. Jim Alden from American Election Services will be serving today as our Inspector of Elections. All voting must occur before the polls close. Finally, some of today's presentations, including Brian Krzanich's business update, contain forward-looking statements. All statements made during the annual meeting that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially.

Please refer to our recent Q1 earnings release, our Form 10-K, and most recent Form 10-Q for more information on the risk factors that could cause actual results to differ. If we use any non-GAAP financial measures during the presentations, you will find on our website, intc.com, the required reconciliation to the most directly comparable GAAP financial measures. Back to Andy.

Andy Bryant
Chairman of the Board, Intel Corporation

Thanks, Sam. On behalf of the board, I would like to thank the stockholders who returned their proxies and those who are here online today. We have six items to deal with today. Our first proposal is for the election of 10 directors. I would like to introduce those in attendance as well as the one who was not able to be here. First, Aneel Bhusri, Co-Founder and CEO of Workday. John Donahoe, Chairman of the Board of PayPal, and our newly elected Lead Independent Director. Reed Hundt, Principal, REH Advisors. Brian Krzanich, CEO of Intel. James Plummer, Professor of Electrical Engineering at Stanford University. David Pottruck, Chairman and CEO of Red Eagle Ventures. Frank Yeary, Executive Chairman of CamberView Partners. David Yoffie, Professor at Harvard Business School, and myself, Andy Bryant, your chairman.

Our last nominee, Charlene Barshefsky, Senior International Partner at the law firm WilmerHale, could not attend today's meeting. Before we move to the next agenda item, I would also like to take a moment to recognize Sue Decker, who retired from our board. On behalf of the entire board, I would like to thank Sue Decker for her 10 years of dedicated service, the last four of which she spent as Lead Independent Director. The second matter today is ratification of the selection of Ernst & Young as Intel's independent auditors for 2016. I would like to introduce a senior partner of our audit team from Ernst & Young, Jeff Lang. He's attending the meeting and is available to answer questions. Our third item on the agenda is an advisory vote to approve executive compensation, also known as say on pay.

We are asking stockholders to approve on an advisory basis the compensation of Intel's listed officers as described in the detail in the proxy statement. We have a long history of strong pay for performance alignment, and we believe that our compensation programs operate in the best interest of our stockholders. While this is an advisory vote to approve executive compensation, the Board and the Compensation Committee will carefully assess the voting results and will consult directly with stockholders to better understand any issues or concern raised through the stockholder vote. The final agenda items today are votes on three stockholder proposals if properly presented. The first stockholder proposal was submitted by Holy Land Principles, Inc. Its representative, Ms. Barbara Flaherty, will be presenting the proposal. We would like to offer you five minutes to present your proposal.

Barbara Flaherty
EVP, Holy Land Principles Inc.

Good morning, Mr. Chairman, and everyone. My name is Barbara Flaherty. I'm the Executive Vice President at Holy Land Principles, Inc., based in Washington, D.C., and I move proposal number four on Holy Land Principles. The Holy Land Principles are pro-Jewish, pro-Palestinian, and pro-company. The principles do not call for quotas, reverse discrimination, divestment, disinvestment, or boycotts. Holy Land Principles do not try to tell the Palestinians or the Israelis what to do. We do not advocate for a one-state or two-state solution. We only address fair employment by the American companies that have a presence in the Holy Land.

The Holy Land Principles are perfectly consistent with environmental, social, and governance issues and are a practical application of the Ruggie Principles. The Holy Land Principles are based on the MacBride Principles that have successfully helped American companies with operations in Northern Ireland address the problem of discrimination in the workplace. Initially, American companies resisted the MacBride Principles, now 116 American companies have signed the MacBride Principles. Why would Intel or any American company refuse to sign the Holy Land Principles? Last year, three American companies, Corning, GE, and Intel, tried to get the SEC, Securities and Exchange Commission, to exclude the Holy Land Principles resolution from their 2015 proxy materials. However, the SEC ruled in favor of the Holy Land Principles. The SEC is a federal agency of the United States government. One of the SEC's main responsibilities is to protect investors.

The fact that the SEC has ruled in favor of the Holy Land Principles is proof positive that the Holy Land Principles are intrinsically valid, eminently reasonable, and inherently fair. The Holy Land Principles are in the best American tradition. The Holy Land Principles fill a vacuum that was crying out to be filled. The Holy Land Principles raise the issue that was never before raised. The Holy Land Principles acknowledge the elephant in the boardroom. The Holy Land Principles are here to stay and will grow stronger every day, for nothing is more powerful than an idea whose time has come. That is why Intel should sign the Holy Land Principles. Fair employment is the American way. God bless America and the American way of fair employment. Please vote for proposal number four, Holy Land Principles. Thank you.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you, Ms. Flaherty. The board certainly recognizes the importance of equal employment opportunity for all applicants and employees. I am proud to say that Intel's policy and practice in Israel and around the world meet the tenets of the Holy Land Principles. Intel believes that adding staff and a compliance process for principles to which we already adhere and publicly report is redundant and unnecessary. For that reason, we recommend stockholders vote against the proposal. The next agenda item is a stockholder proposal submitted by Mr. Chevedden. Mr. Chevedden or his representative, Mr. James McRitchie, will be presenting the proposal. We would like to offer you five minutes to present your proposal.

James McRitchie
Publisher, CorpGov.net

Hello, this is James. Go ahead, Jim. Hello, this is James McRitchie of corpgov.net, introducing proposal number five, right to act by written consent by John Chevedden of Redondo Beach, California. Resolved, shareholders request that our board of directors permit written consent by shareholders entitled to cast a minimum number of votes that would be necessary to authorize the action at a meeting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act, consistent with applicable law. This includes shareholder ability to initiate any topic for written consent, consistent with applicable law. A shareholder to right to act by written consent and to call a special meeting are two complementary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle.

This is important because there could be up to a 15-month interval between annual meetings. A shareholder right to act by written consent is one method to equalize our restricted provisions for shareholders to call a special meeting. For instance, it takes 25% of shareholders at Intel to call a special meeting, whereas in many states, whereas many states allow 10% of shareholders to call such meetings. This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% at both Allstate and Sprint. Hundreds of major companies enable shareholders to act by written consent. Please vote to enhance shareholder value. Vote for special shareholder meetings, proposal number five.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you, Mr. McRitchie. The board recognizes the importance of stockholder rights. Based on a careful review of the proposal and the company's current governance practices, we believe the implementation of the proposal is unnecessary and contrary to the best interest of the stockholders. Our bylaws currently permit stockholders to present matters for vote at an annual meeting or a stockholder-called special meeting. At annual and special meetings, all stockholders have the opportunity to vote, express their views, and otherwise engage in dialogue regarding proposed actions. Our relationship with our stockholders is an important part of our company's success, and we believe that the combination of our ongoing dialogue with stockholders and our current corporate governance practices renders the proposal unnecessary. For these reasons, we recommend stockholders vote against this proposal. The last agenda item today is the stockholder proposal submitted by Mr. Rimm and Ms. Gary.

Their representative, Mr. Bruce Herbert from Newground Social Investment, will be presenting the proposal. We would like to offer you five minutes to present your proposal.

Bruce Herbert
CEO, Newground Social Investment

Thank you. I am Bruce Herbert, Chief Executive of Newground Social Investment of Seattle, and I am here to move proposal number six on simple majority voting, a voting standard that counts votes clearly cast as either for or against, but does not count abstain votes. Simple majority voting provides shareholders with better information and allows for a more clear channel of communication from shareholders to the board and management. It is fair because it is identical to how we elect board members, and it is even-handed because it is the formula required by the Securities and Exchange Commission for determining whether a proposal can be resubmitted. Because of this SEC mandate for simple majority, the company's variant formula leads to two different vote outcomes on each and every shareholder proposal, a company count and an SEC-mandated count. In contrast, on every management item, there is only one outcome.

Common sense tells us that votes should have only one outcome, which we feel makes the company's approach unfair, since shareholder items are disadvantaged, unnecessary, since shareholder items are non-binding, and confusing because the company's formula creates two different outcomes for each shareholder vote. To be clear, Intel excludes abstentions from the management slate of board directors but forces abstentions into the formula for every shareholder proposal. This stilted policy benefits management and harms shareholders. It artificially lowers the appearance of support for shareholder concerns and, as noted before, clouds the accurate flow of information between shareholders and their company. Intel is on record as claiming to be a data-driven company, and it has released data on the voting policies of those it identifies as its peer group.

However, the company's interpretation of this data is flawed because Intel only compared itself to other Delaware-chartered companies, whereas the company's peers are situated all over the country, not just in Delaware. Using the same data released by Intel, it is seen that 61% of all Intel peers, not just Delaware companies, use a simple majority standard as sought by this proposal. In closing, because shareholder items are non-binding, given that the SEC mandates use of a simple majority formula for determining resubmission, because Intel uses a simple majority formula for its board election, and because 61% of Intel's peers embrace simple majority voting, we recommend that Intel adopt a simple majority voting standard for shareholder proposals, one that is directly in line with how its board members are elected. Please join me in casting your vote for proposal number six. Thank you.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you, Mr. Herbert. The board certainly recognizes the importance of good corporate governance. We have evaluated this topic and have not found any indication that the vote counting standard requested in this proposal is viewed as a corporate governance best practice or otherwise as an emerging trend. We view the proposed change that the proposal requests as unnecessary and contrary to the best interest of the stockholders. The vote counting standard Intel currently applies to both company and stockholder proposals, other than the election of directors or as required by law, acknowledges and gives effect to stockholders' affirmative action to abstain on a specific matter and is the standard applied by most large public companies incorporated in Delaware. For these reasons, we recommend stockholders vote against this proposal. Because it is now past 8:45 A.M., the polls are closed.

Now our CEO, Brian Krzanich, will present a business update.

Brian Krzanich
CEO, Intel Corporation

Good morning, everybody. It's a pleasure to be here for my fourth shareholder meeting as the CEO of Intel. I will be doing an update this morning. Let me give you just a really quick view of the agenda. I thought we'd go over first our 2015 results and give you a little bit of how the financial performance of the company went. Second, we'll go over our corporate strategy, which I'd say in 2015 we spent a lot of time really honing and refining to the current state that it is. Thirdly, I'll give you a by business overview of Intel and show you what's going on in each of the large business groups. With that, let's go right into the topics here.

Let's go into our 2015 financial results. I take a look at the year in review, revenue was relatively flat at $55.4 billion. Gross margin ended up at roughly 63%, which was the high end of our range as forecasted throughout the year. That showed to me that the organization did a good job of spending and management of our cash. We did strong cash generation from operations at $19 billion. Earnings per share ended up at $2.33. That was up roughly $0.02 or 1% year-over-year. We really are proud of our dividends per share. In 2015, it was $0.96.

As many of you know, that was raised to $1.04 in 2016. That's really one of the ways we look to give cash back to our shareholders. If you take a look, our three-year total shareholder return has been 78%, which we're very proud of relative to our peer group. We've, if you take a look over the last decade, we've returned almost $90 billion to our shareholders. I want to move now into our strategy and give you a little insight into how we see the world and how we're really transforming Intel. For us, the world is becoming increasingly smart and connected, and when we mean smart, it means that there's compute everywhere you go. It's in almost every device.

As we walk around our house, as we get into our cars, as we go to work, as we go to the store, almost anywhere we are, there are smart and connected devices now. We believe that with this transformation, this ongoing transition that the world's going to go through, Intel needs to transform as well. We've really focused from going from a PC-focused company to a company that powers everything from end to end, the cloud, and the billions of smart and connected computing devices that feed that cloud. Let's take a look at how this transformation has translated into how the financial results of Intel has really changed over the last few years. What we've got here is a graph that shows the percent revenue of the data center versus the PC.

What you see now is that, from data center, IoT, and memory, 40% of our revenue and 60% of our margin has now transformed into what I'll call is these new and emerging businesses. That's really a big transition, I think, when you think about Intel from the past. It's no longer dominated by the PC as a singular product. It's really a multiproduct company now, with a lot of its revenue and more than half of its margin coming from these growth businesses. When we look at this ecosystem then and what's really fueling this, we think of this virtuous cycle that I've shown here on this chart.

You can start either at the top or the bottom, but I like to typically start at the bottom just to make sure it's really kind of grounded in what people see and feel. What it starts with is these things and devices, and those can be anything from the PC that we're very accustomed to. It could be your cell phone. It can be many other things. It could be your auto that you get into every day, your car. It can be your smart wearable device that you wear on your wrist. It's your thermostat at home. All of these devices, what's making them unique, what makes them the Internet of Things, is their connection to the internet.

That connectivity makes them now able to aggregate data for you to see data across many devices, to share your data with your peers or partners, it also actually allows you to put cloud analytics against this. The things and devices at the bottom is where we start, and we think about this, and we really look at our Internet of Things business, our PC and mobile business to really fuel that. We have a strong connectivity business that then comes up and really goes everywhere from the networking devices, the LAN devices to modems and Wi-Fi devices that are wireless devices. Those allow connectivity up into that cloud and data center. It's the cloud and data center that really makes these connected devices powerful.

It's when you can take a look at the history of your thermostat over a year and look at your behaviors and understand how you can improve the efficiency of that, when you can connect your car and allow for traffic updates and rerouting so that you can get to wherever you're going faster. It's that cloud data center analytics and connection to those things and devices that really makes them powerful and makes them an improvement to the life that we really know every day. That's the real fuel that we see that's gonna continue to grow and fuel what Intel does in the near future.

Moving from that, we have in the center two things that we really think are accelerants, things that will cause that virtuous cycle to go faster and faster and actually allow Intel to lead in this area. Those two are memory and FPGAs, and we will continue to add in this middle acceleration section. What each one of those does, memory, we've heard us talk about our 3D NAND technology and our 3D XPoint technology. What happens is as those things and those connected devices start to push data to the cloud, there's an increasing need for memory and storage. You need faster memory and cheaper memory in order to really allow the cloud and data center to accumulate all the data from the things and the devices.

FPGAs, and you saw our acquisition, which was closed in late 2015, of Altera. That really allowed us to take the analytical software that's often used in the data center and at the edge with those things and put those directly into silicon and which adds, again, a performance and a cost advantage versus either not having them or having them as separate pieces of silicon. It's this virtuous cycle accelerated by memories in FPGA that we really think about as we think about our business and where we're going to grow and how we're going to grow into the future. If I wanna take a look at the client business, which is really kind of the PC as you would wanna think about it, our real focus there is maximizing returns.

You saw us this year in 2015 introduce our 6th-generation Intel Core processor. It set a standard of computing excellence. We grew battery life. We improved performance. Every single parameter continued to improve with this technology. What we've seen as a result of that is really improvement in the form factor and the designs that are coming out from our partners, the OEMs, in the PC world. You're seeing thinner and lighter 2-in-1 devices that are able to be both a tablet and a PC with full functionality and keyboards. The 2-in-1 devices grew by over 50% in 2015. Our gateway volume, which is the hub of the house where information, your internet connection, your video and audio connections all come through, it grew over 35%.

In gaming, where our performance really stands out, we did record volumes, and we've introduced the high-end K SKUs for the Core i7, which are really designed for gamers that allows them to really go in and tweak their process and technology to really maximize the performance of the gaming devices they're using. The bottom line is the client continues to be a valuable component of our strategy as we transform, and we continue to really invest in the right places where performance counts. The connected things we talked about, which was, again, combined with client and many other things, is down at the bottom there of that virtuous circle. It grew 7% in 2015, and it's now a $2.3 billion business, an all-time record. We continue to grow our IoT strategy with focus on really three main sectors.

Transportation, that's everything from traffic control to autonomous vehicles. The retail sector, as the retail sector really transforms and begins to more and more use analytics and data to understand shopper behavior. Industrial sectors, and we use this in our own factories here, where you're really looking at machine learning and understanding how machines are performing becoming predictive in their maintenance and performance, and really trying to drive an efficiency in the industrial sector. As we consider the things and devices which make up the bottom portion of that virtuous cycle, you can see how they drive incredible growth moving forward. I mean, these are the products and the things that people are always talking about as we move forward.

Intel's data center, which is oftentimes defined as the cloud, but is really much more than that, grew to 11% in 2015, and there's really been three drivers that have driven that growth rate. First and foremost is clearly the cloud. The cloud continues to be one of our strongest performing segments of the data center, growing in the mid-20% rate, and it's really being fueled by these connected devices, your phone connections and social sharing. All of that information is driving this cloud growth. The second one was the communication and service provider, basically the networking infrastructure. In that space, revenue grew over 50% in 2015. What's great about this space is we have a lot more room to grow.

Our market share is just now clearing over the 10% market share segment, that really means it's a growth opportunity to continue moving forward. We think our processors, our FPGAs, our memory solutions, all of those play very nicely in here as performance of the networking infrastructure continues to be driven, and it becomes more and more software-defined. The third area is analytics, which it really accelerate the power and value of this, all of this data by really innovating on optimized analytical solutions. We continue to drive in the future now, our data center growth. We have a series of technologies coming out with Rack Scale Architecture, which will really drive efficiency and cost improvement in the, in the standard server rack formation.

There's silicon photonics, which will be shipping later this year. We have CPUs and FPGAs in packages together now sampling to our customers and shipping in product later this year. All of those innovations which will be coming to the data center should allow us to continue to drive and fuel growth, but more importantly, allow our customers and partners to continue to optimize their total cost of ownership and provide more and more services at a better price. Now let's take a look at that virtuous cycle in the accelerants area, the memory and the FPGAs area. In memory, it grew a fantastic 21% in 2015 and generated $2.6 billion in revenue, and we are really focused in the memory segment.

We're focused on SSDs that go directly into the data center, again, fueling that growth and that virtuous cycle, providing the speed and performance that the data center needs in order to understand the information that's coming from all those connected devices. We are the number one supplier in data center SSDs with over 40% market segment share. The second area that we've talked about is PSG, which was really our acquisition of Altera towards the end of last year. Our integration is on track. The group and the organization has become a very integral part of Intel very quickly. We've got promising early results as well. We've already got our Broadwell server parts with the Arria 10 FPGAs in a co-packaged product being sampled by customers for accelerants in the data center and networking infrastructure.

Secondly, our Stratix 10 product, which is our first FPGA that uses Intel's 14-nm Tri-gate process, is scheduled to start sampling and shipping in limited volume towards the end of this year. That really has driven us to be very excited about the Altera acquisition and the formation of the PSG organization. Lastly, let's take a look at that connectivity that really ties this virtuous cycle together. We've talked about the client and the things and the data center. The next area is really the connectivity, and Intel has a long history of connectivity, and we believe that our networking products, our wireless Wi-Fi products, and our modems are world-class.

Our goal is as the world moves to 5G, which is an always connected, always the broadest bandwidth possible world, we plan to lead with world-class modems, RF, Ethernet, and 5G. Our edge-to-edge solutions and our edge to base station, data center capability is something that's unique to Intel and should provide a unique advantage for us and our customers and partners. Connectivity completes this virtuous cycle. You need to both connect those things to the data center, the data center back to those things in order to make them really useful and really a part of our lives. All of which is enhanced by the economics of Moore's Law.

Moore's Law is the fundamental of Intel, and it's really what's made all of this computing and all of the things we take for granted in this highly connected world where our computers are everywhere possible. It's been the foundation at Intel and this industry for 50 years, and that Moore's Law will continue as we move forward. Progress from 14 nm to 10 nm, then we have a plan for 7 nm and 5 nm and beyond, are proof to me that Moore's Law is alive and well. Our investments in capacity and research and development to ensure Intel remains a strong leader in Moore's Law is elemental to the strategy of this company. Let me wrap it up with a final snapshot of how our strategy guides this transformation.

We've tried to show you this morning everything in this virtuous cycle, the things in devices from clients to the IoT devices, how those connect to the data center, and how our leading-edge technology and performance will continue to drive greater performance and greater cost of ownership for our partners in the data center. That all of that is critical to be connected and that we're providing the edge end-to-end connectivity solutions. Memory and FPGA are really there to accelerate these technologies. I'd like to end with a commitment to you from our management team to our shareholders. We believe that we have a strong leadership team here at Intel. It's comprised of strong, innovative, experienced leaders.

I'm really proud that 25% of our leadership team are new to Intel in the last two years, bringing real leadership and technology from outside in to the company. 58% of MCM are new to the leadership team in the last two years, showing that we're continuing to grow from within. Roughly 58% are new to their role as well in the leadership team in the last two years, showing that we're really teaching people to expand their capabilities, try new technologies, and move into areas that really allow them to grow as leaders. We see our transformation as an opportunity, and this team is committed to deliver growth and value to our shareholders. Lastly, we plan to do this by being responsible at the same time.

We really look at Intel as being the key is to be successful and responsible and to do things the right way at the same time. Today, I'm very proud that we released our 15th annual corporate responsibility report, and we invite you to visit our website to download it and to learn more. With that, I'm done, and I'm gonna hand it over to Andy to run the Q&A session.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you, Brian. We will now proceed with a question and answer session where we will answer previously submitted questions as well as questions submitted on the web today. First question, previously submitted, Intel has announced a 12,000 headcount reduction, and there appears to have been a lot of executive turnover. Can you provide an update on the restructuring? Why 12,000? Why now? Are the reductions impacting specific levels of employees?

Brian Krzanich
CEO, Intel Corporation

Sure. I'll answer that one. You know, we take these kinds of decisions very seriously as it, you know, we really look at our overall business and the employees that are going to be impacted. We're very careful about making sure that it's tied to that strategy I just laid out. The 12,000 was really taking a look at how do we really move and transform at a faster rate to that virtuous cycle that I just explained. In that you saw also was a transformation in where our revenues and profits were coming from. They were moving out of the PC more and more, and moving more into those other areas, the connected devices, the memory, the FPGAs, and the data center.

Why now is because it was time to make this transition. It was time to make a faster move to the Intel of the future. Why 12,000? When we took a look at what we were spending, what we were doing on those traditional businesses, the PC, the client-connected devices, we really looked at how we could become more efficient and more productive with the spending. We really tried to restructure that. The executive turnover, I look at as something that naturally occurs in a healthy company. There will be a certain amount of executive turnover. It comes with new people rising up from within the company and new people coming from outside.

I look at the executive turnover as a healthy function that's going on right now within the company.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you. Second question will come from the web, again for Brian. Your competition have said that they will transition to 10-nm manufacturing technology by the end of the year, earlier than Intel will. Can investors have confidence that Intel still has a clear manufacturing lead?

Brian Krzanich
CEO, Intel Corporation

My commitment to you is that, yes, you can, as an investor, count on Intel having a clear manufacturing lead. You have to remember that these measurements don't necessarily mean all of the same thing, and how people are measuring the 10 nm versus 14 nm is different. You really need to take a look at the performance of the devices, and what's being delivered. We believe our 14-nm technology will still outperform any of the other technologies that'll be introduced in the next several years. Our 10-nm technology will again make another large leap in performance, and be even further ahead than what we think the 14 nm will be.

Andy Bryant
Chairman of the Board, Intel Corporation

Next question, it looks like your cash balance is down, and you've increased your debt. What is the board's view on the buyback and dividend going forward? The board's view is consistent with what you've heard from management, over and over again. Our policy to reduce your cash, the highest priority is always going to be reinvestment into the business, into projects that we think will exceed the hurdle rate for return. The next in the priority list would be maintain the dividend. We have a goal of the dividend being approximately 40% of free cash flow. We will, again, if we have business imperatives, that could be adjusted, but bottom line is you should expect that. Then we use buybacks to basically moderate the cash levels.

We don't want to get in a situation where we have a lot of cash in the bank earning very low interest rates. Invest in the business, protect the dividend, and try to maintain 40%, and then use buybacks as a moderate-moderating factor. Next question from the web. Does Intel believe it can continue to maintain clear product leadership over Advanced Micro Devices even as it rolls out its new Zen-based PC and server products?

Brian Krzanich
CEO, Intel Corporation

I'm not gonna comment on just one company. I'm just gonna take a look at, you know, the industry in general and say, you know, if you look at all of our competition out there, yes, we believe that our 6th-generation Xeon E7 family of products will continue to be a leadership product, far and away leaders over all of our competition. You'll continue to see a series of products that are announced this year that will continue to drive that performance. Yes, we're very comfortable that our server products will continue to have leadership.

Andy Bryant
Chairman of the Board, Intel Corporation

Next question. McAfee was a multi-billion dollar acquisition. Can you provide an update on the business?

Brian Krzanich
CEO, Intel Corporation

You bet. We're really proud of actually what we've done over the last couple years with McAfee. We've really transformed the organization, really honed down the strategy of it, focusing on clearly the endpoint protection, which McAfee is best at, integrating it into all of Intel Security. If you take a look at it grew at approximately 6% growth rate year-over-year last year. It's going very well. It's become profitable as an organization. We think it, we really turned the corner on how to transform this into a growth and profitable business moving forward.

Andy Bryant
Chairman of the Board, Intel Corporation

Next. What recent efforts have Intel made to increase the diversity of the board? To answer that question, we actually have our Chairman of the Nominating and Governance Committee, David Yoffie, in studio with us, and he will take that question.

David Yoffie
Chairman of the Nominating and Governance Committee, Intel Corporation

Thanks, Andy. The board of directors remains deeply committed to diversity. We've created a subcommittee of the Nominating and Governance Committee to do a search for several new directors. With Sue Decker's departure, as of today, as well as planned retirements for several new directors, we expect to bring several new people on the board over the next 12 - 24 months. In the process, we've hired an external recruiting firm to assist us, and we've maintained diversity as a critical element of our search. Today, we are currently interviewing several candidates, and more than half of our candidates are women and underrepresented minorities.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you, David. Next question. How is the Altera integration going?

Brian Krzanich
CEO, Intel Corporation

I'll take that one. The Altera integration is going quite well. We talked a little bit about it in the presentation I gave. We really learned a lot as we fully integrated the McAfee acquisition over the last few years. That led to us to be able to do a better job at the Altera integration right from the start. Dan McNamara, who's the leader of that organization for us, sits directly on my staff and reports to me and is completely integrating the organization. As I said, we've already started shipping co-packaged parts right on schedule to our customers as samples. We are already on a schedule for later this year to be shipping our Altera FPGA Intel 14 nm products.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you. Does Intel have a strategy for the automotive market? It looks like a high-growth market that requires more and more computing power.

Brian Krzanich
CEO, Intel Corporation

Okay, I'll take that one again. You bet. We kind of talked about that during the presentation, absolutely, the question is right on. It really plays into that virtuous cycle quite nicely. You know, as you move to highly autonomous driving, and then finally completely autonomous driving, the amount of compute that has to occur both in the automotive, the car itself, continues to increase. That's as the number of sensors increase, the amount of compute grows exponentially relative to those sensors. We absolutely have a strategy. We've been working with several automotive partners to develop their autonomous cars.

We have an autonomous car organization here at Intel that's actually working on cars as we speak, starting to drive them on the streets in several cities. It also plays because autonomous cars and these smart cars have to be connected, you have to have that modem and 5G connectivity eventually, and you have to have that cloud infrastructure to really allow the deep learning to occur between the sensors, the car, and the data center. We absolutely have a strategy. We think we're doing quite well, you'll see cars on the road with Intel technology on them.

Andy Bryant
Chairman of the Board, Intel Corporation

Our last question, again for Brian. What is Intel's strategy to increase shareholder value in coming years?

Brian Krzanich
CEO, Intel Corporation

I'd really go back to that virtuous cycle. I'd tell you that, you know, first, this accelerated transformation effort we have going on really drives an efficiency and profitability into the company. That would be the highest in the history if you look at revenue per employee. That was really optimizing our spending around our existing technologies and existing products like the PC. Take a look at that virtuous circle, and all of those things from the data center to the IoT to the FPGAs to the memory, those are all growth businesses that we kind of walked through, and all growing, you know, 7%, 15%, 20%, and each of them now, several billion dollars. We really believe those are the growth engines.

The efficiency of the actions we're taking and the growth business should drive the shareholder return.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you, Brian. With that, let me end the question and answer session and turn it over to Sam for the preliminary voting results.

Suzan Miller
Corporate Secretary, Intel Corporation

Thank you, Andy. Final results will be available early next week. The preliminary results of stockholder votes are: each board nominee received a vote of more than 96 of the shares voted, and so each nominee has been reelected. On the ratification of the selection of the company's independent auditors, approximately 99% of the shares voted were voted in favor of the proposal, and so the proposal is approved. On the advisory vote to approve executive compensation, approximately 96% of the shares voted were voted for approval, and so the proposal is approved. On the Holy Land Principles stockholder proposal, approximately 3% of the shares voted were voted for the proposal, so the proposal is not approved. On the stockholder action by written consent stockholder proposal, approximately 43% of the shares voted were voted for the proposal, so the proposal is not approved.

On the simple majority voting stockholder proposal, approximately 11% of the shares voted were voted for the proposal, so the proposal is not approved. Final vote tallies, including the ballots submitted today, will be posted on our website at intc.com and our next filing with the SEC within four business days.

Andy Bryant
Chairman of the Board, Intel Corporation

Thank you, Sam. As Sam mentioned, we would like to direct your attention to Intel's investor relations website at intc.com. The website contains stock quotes, webcast events such as this meeting, and other investor information. On the website, you can sign up for electronic delivery of stockholder communications such as the proxy statement and the annual report. Electronic delivery reduces the paper in your mailbox and saves money for the company. Our agenda having been completed, and the time adopted for adjournment has arrived. I declare this meeting adjourned. On behalf of Intel, thank you for attending this year's stockholder meeting.

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