 Proposed Acquisition of McAfee Inc. August 19 th , 2010 Intel Corporation Intel Corporation Exhibit 99.2 |
 Paul S. Otellini Paul S. Otellini President and Chief Executive Officer President and Chief Executive Officer |
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 Transaction Highlights $7.68B, all-cash transaction Unanimously approved by both boards Wholly owned subsidiary Commitment by McAfee management team to stay on for multiple years Commitment to McAfee brand and all product offerings |
 Internet Traffic Growth Internet Traffic Growth More Content, More Devices More Content, More Devices Source: Cisco PB per Month PB per Month Video Internet Voice Internet Gaming File Sharing Web/Email Forecast |
 Aug 16, 2010 “Malware, Spam: More of a Threat than Ever Before” April 9, 2009 “Digital Pearl Harbor, Cyber 9/11, and E-Qaeda” Aug 18, 2010 “Social networking sees rise in identity theft” Aug 13, 2010 “ID Theft On The Rise; People Start To Take Notice” June 4, 2006 “Experts See Sharp Rise in Malware Attack Probability” CYBER THREATS ARE INCREASING CYBER THREATS ARE INCREASING |
 Increasing Threats Increasing Threats The number of malware in the McAfee Database is at an all time high, The number of malware in the McAfee Database is at an all time high, and 10 million more were added in the first half of 2010 and 10 million more were added in the first half of 2010 Total Count of Unique Malware in McAfee Labs Database Source: McAfee Q2 2010 Threats report Source: McAfee Q2 2010 Threats report |
 SECURITY: SECURITY: The Third Pillar Of Computing The Third Pillar Of Computing SECURITY Energy-Efficient PERFORMANCE Internet CONNECTIVITY |
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 Renée J. James Renée J. James Senior Vice President Senior Vice President General Manager, Software and Services Group General Manager, Software and Services Group |
 Recent Software Acquisitions |
 Security At Intel Security At Intel Intel has been thinking about security for some time … Intel has been thinking about security for some time … • • Defense filters that systematically guard against viruses and Defense filters that systematically guard against viruses and malicious attacks malicious attacks • • Anti-theft technology Anti-theft technology • • And more And more Through products such as Through products such as … … • • Intel® Intel® Active Management Active Management Technology Technology • • Intel® Intel® vPro™ vPro™ family of family of platforms platforms • • Intel® Intel® Anti-Theft Technology Anti-Theft Technology |
 Successful Partnership Successful Partnership Positive partnership for 18 months Positive partnership for 18 months McAfee and the company strategy McAfee and the company strategy Possibilities of a closer relationship between Possibilities of a closer relationship between hardware and software hardware and software McAfee’s incredible employees Wholly owned subsidiary Wholly owned subsidiary Focus on its current, very Focus on its current, very profitable business profitable business Maintain all its current product lines Maintain all its current product lines and support for multiple architectures and support for multiple architectures and platforms and platforms • • Based on this positive collaboration, McAfee is the best security Based on this positive collaboration, McAfee is the best security software partner for Intel software partner for Intel • • Hardware-enhanced software will significantly enhance protection Hardware-enhanced software will significantly enhance protection for for consumers, consumers, governments governments and and businesses businesses – – and and also lead to also lead to breakthrough security innovations breakthrough security innovations • • First fruits of our strategic partnership will be released in 2011 First fruits of our strategic partnership will be released in 2011 |
 Dave DeWalt Dave DeWalt President and Chief Executive Officer President and Chief Executive Officer McAfee, Inc. McAfee, Inc. |
 Andy Bryant Andy Bryant Executive Vice President Executive Vice President Technology, Manufacturing and Enterprise Services Technology, Manufacturing and Enterprise Services Chief Administrative Officer Chief Administrative Officer |
 Transaction Summary Transaction Summary Purchase Price: $7.68B , all cash transaction ; $6.8 billion net of cash Earnings: • GAAP – slightly dilutive in year one, approximately flat in year two, and improving beyond that GAAP purchase accounting requires us to take a one-time write down of deferred revenue when the transaction closes and to amortize acquired intangibles. Non-GAAP excluding adjustments- slightly accretive in year one and improving beyond that Synergies: Significant long term financial and strategic synergies Price: ~60% premium to closing price yesterday and four weeks ago, within range of comparable deals Multiple of estimated earnings also in line with recent technology deals Closing: As early as the end of this year, subject to regulatory clearances, McAfee stockholder approval, and customary closing conditions specified in the agreement |
 Forward Looking Statements Forward Looking Statements This presentation includes forward-looking statements about the proposed transaction between Intel and McAfee, including without limitation statements about the growth of internet traffic, the growth of the security business, the benefits of the proposed transaction and plans to release a product resulting from the strategic partnership in 2011. Many factors could cause actual results to differ materially from those expressed in these forward-looking statements. Intel presently considers the following to be the important factors that could cause actual results to differ materially from the forward looking statements. Risks and uncertainties arising from the possibility that the closing of the proposed transaction may be delayed or may not occur. Difficulties with the integration process or the realization of the benefits of the proposed transaction. Litigation or regulatory matters involving antitrust and other issues that could affect the timing of closing of the proposed transaction. Intel’s ability to respond quickly to technological developments and to incorporate new features into its products as a result of the proposed transaction. The intensely competitive industries in which Intel and McAfee operate. General economic conditions in the regions and industries in which Intel and McAfee operate. In addition, please refer to the documents that Intel files with the SEC on Forms 10-K, 10-Q and 8-K. The filings by Intel identify and address other important factors that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this presentation. Intel is under no duty to update any of the forward-looking statements after the date of this presentation to conform to actual results. |
 Additional Information Additional Information Additional Information and Where to find it McAfee intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and a definitive proxy statement and other relevant materials in connection with the merger. The definitive proxy statement will be sent or given to the stockholders of McAfee. Before making any voting or investment decision with respect to the merger, investors and stockholders of McAfee are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the merger. The proxy statement and other relevant materials (when they become available), and any other documents filed by McAfee with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov, at McAfee’s website at www. mcafee .com (click on “Investor Information”, then on “SEC Filings”) or from McAfee by contacting Investor Relations by mail at McAfee , Inc., 3965 Freedom Circle, Santa Clara, California 95054, Attention: Investor Relations, by telephone at 408 346-5223. Participants in the Solicitation McAfee and Intel and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from McAfee stockholders in connection with the merger. Information about Intel’s directors and executive officers is set forth in Intel’s 2010 proxy statement on Schedule 14A filed with the SEC on April 2, 2010 and its Annual Report on Form 10-K for the year ended December 26, 2009, filed on February 22, 2010, respectively. Information about McAfee’s directors and executive officers is set forth in its 2010 proxy statement on Schedule 14A filed with the SEC on April 30, 2010 (as revised on May 10, 2010). Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that McAfee intends to file with the SEC. |
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