Bond Microsofta 3.5% ( US594918AR51 ) in USD

Microsofta

79.59 % ▼

United States

US594918AR51 ( in USD )

3.5% per year ( payment 2 times a year)

14/11/2042

Prospectus brochure of the bond Microsoft US594918AR51 en USD 3.5%, maturity 14/11/2042

2 000 USD

900 000 000 USD

594918AR5

AAA ( Prime - Investment-grade )

Aaa ( Prime - Investment-grade )

15/11/2025 ( In 120 days )

Microsoft is a multinational technology company that develops, manufactures, licenses, supports, and sells computer software, consumer electronics, personal computers, and related services.

Microsoft Corporation (US594918AR51, CUSIP: 594918AR5) issued a USD 900,000,000 bond with a 3.5% coupon rate, maturing on November 14, 2042, paying semi-annually, currently trading at 83.9% of par value, with a minimum purchase of 2,000 bonds, rated AAA by S&P and Aaa by Moody's.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/789019/000119312512451049/d423661d424b2.htm
424B2 1 d423661d424b2.htm FINAL PROSPECTUS SUPPLEMENT
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CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Securities to be Registered

Registered

Price Per Unit

Offering Price

Registration Fee (1) (2)
0.875% Notes due 2017

$600,000,000

99.423%

$596,538,000

$81,368
2.125% Notes due 2022

$750,000,000

99.427%

$745,702,500

$101,714
3.500% Notes due 2042

$900,000,000

98.862%

$889,758,000

$121,363

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is $304,445.
(2)
Paid herewith.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-184717

Prospectus Supplement
(To Prospectus dated November 2, 2012)

$2,250,000,000
$600,000,000 0.875% Notes due 2017
$750,000,000 2.125% Notes due 2022
$900,000,000 3.500% Notes due 2042
We are offering $600,000,000 aggregate principal amount of 0.875% notes due 2017, $750,000,000 aggregate principal amount of 2.125% notes due 2022 and
$900,000,000 aggregate principal amount of 3.500% notes due 2042. The 2017 notes will mature on November 15, 2017, the 2022 notes will mature on November 15, 2022 and
the 2042 notes will mature on November 15, 2042. Interest on the notes will accrue from November 7, 2012 and be payable on May 15 and November 15 of each year,
commencing on May 15, 2013.
We will have the right at our option to redeem the notes of any series, in whole or in part, at any time or from time to time, at the redemption prices described in this
prospectus supplement under "Description of the Notes--Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated debt from time to time outstanding.
See "Risk Factors" on page S-5 for a discussion of certain risks that should be considered in connection with an investment in the notes.

Price to
Underwriting
Proceeds to

Public(1)
Discounts
Microsoft(1)
Per 2017 note

99.423%

0.350%

99.073%
Total

$596,538,000
$ 2,100,000
$594,438,000
Per 2022 note

99.427%

0.450%

98.977%
Total

$745,702,500
$ 3,375,000
$742,327,500
Per 2042 note

98.862%

0.875%

97.987%
Total

$889,758,000
$ 7,875,000
$881,883,000
(1) Plus accrued interest, if any, from November 7, 2012.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this
prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
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The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.
We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear
Bank SA/NV and Clearstream Banking, société anonyme, on or about November 7, 2012.

Joint Book-Running Managers

Senior Co-Managers

HSBC

US Bancorp
Co-Managers

Lebenthal Capital Markets

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
The date of this prospectus supplement is November 2, 2012
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TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement

S-i

Incorporation by Reference

S-ii
Summary

S-1

Risk Factors

S-5

Use of Proceeds

S-6

Capitalization

S-6

Description of the Notes

S-7

Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders

S-12
Underwriting

S-15
Legal Matters

S-19
Prospectus
About This Prospectus

i

Where You Can Find More Information

ii
Incorporation by Reference

ii
Forward-Looking Statements

iii
Our Company

1
Risk Factors

1
Ratio of Earnings to Fixed Charges

1
Use of Proceeds

1
Description of the Debt Securities

2
Plan of Distribution

18
Validity of the Securities

20
Experts

20

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes. The second part is the accompanying
prospectus dated November 2, 2012, which we refer to as the "accompanying prospectus." The accompanying prospectus contains a description of our debt securities and gives
more general information, some of which may not apply to the notes. The accompanying prospectus also incorporates by reference documents that are described under
"Incorporation by Reference" in that prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus or in any free writing
prospectus filed by us with the Securities and Exchange Commission. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should
rely on this prospectus supplement. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus or in any such free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of
operations and prospects may have changed since those dates.
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We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer or sale is not permitted.
References in this prospectus supplement to "Microsoft," "we," "us" and "our" and all similar references are to Microsoft Corporation and its consolidated
subsidiaries, unless otherwise stated or the context otherwise requires. However, in the "Description of the Notes" and related summary sections of this prospectus supplement and
the "Description of the Debt Securities" section of the accompanying prospectus, references to "we," "us" and "our" are to Microsoft Corporation (parent company only) and not to
any of its subsidiaries.

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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus supplement and the accompanying prospectus. This means that we can disclose
important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus supplement and the accompanying
prospectus from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus supplement and before the date that the offering of the debt
securities by means of this prospectus supplement and the accompanying prospectus is terminated will automatically update and, where applicable, supersede any information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents set forth below that have been previously filed with the
SEC; provided, however, that we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with SEC rules:

·
our Annual Report on Form 10-K for the fiscal year ended June 30, 2012;

·
our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012;

·
our Current Reports on Form 8-K filed on July 2, 2012, September 18, 2012, October 9, 2012 and November 2, 2012; and

·
any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this

prospectus and before the termination of this offering.
To obtain copies of these filings, see "Where You Can Find More Information" of the accompanying prospectus.

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SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. It
may not contain all of the information that you should consider before investing in the notes. You should carefully read this entire prospectus supplement, as well as the
accompanying prospectus and the documents incorporated by reference that are described in the accompanying prospectus under "Where You Can Find More
Information."
Microsoft Corporation
Microsoft was founded in 1975. Our mission is to enable people and businesses throughout the world to realize their full potential by creating technology that
transforms the way people work, play, and communicate. We develop and market software, services and hardware that deliver new opportunities, greater convenience, and
enhanced value to people's lives. We do business worldwide and have offices in more than 100 countries.
We generate revenue by developing, licensing, and supporting a wide range of software products and services, by designing and selling hardware, and by
delivering relevant online advertising to a global customer audience. In addition to selling individual products and services, we offer suites of products and services.
Our products include operating systems for personal computers, servers, phones, and other intelligent devices; server applications for distributed computing
environments; productivity applications; business solution applications; desktop and server management tools; software development tools; video games; and online
advertising. We also design and sell hardware including the Xbox 360 gaming and entertainment console, Kinect for Xbox 360, Xbox 360 accessories, and Microsoft PC
hardware products.
We provide consulting and product and solution support services, and we train and certify computer system integrators and developers. We also offer
cloud-based solutions that provide customers with software, services and content over the Internet by way of shared computing resources located in centralized data centers.
Cloud revenue is earned primarily from usage fees and advertising.
Examples of cloud-based computing services we offer include:

·
Microsoft Office 365, an online suite that enables people to work from virtually anywhere at any time with simple, familiar collaboration and

communication solutions, including Microsoft Office, Exchange, SharePoint, and Lync;

·
Xbox LIVE service, which enables online gaming, social networking, and access to a wide range of video, gaming, and entertainment content;

·
Microsoft Dynamics CRM Online customer relationship management services for sales, service, and marketing professionals provided through a familiar

Microsoft Outlook interface;

·
Bing, our Internet search engine that finds and organizes the answers people need so they can make faster, more informed decisions;

·
Skype, which allows users to connect with friends, family, clients, and colleagues through a variety of devices; and

·
the Azure family of platform and database services that helps developers connect applications and services in the cloud or on premise. These services

include Windows Azure, a scalable operating system with computing, storage, hosting, and management capabilities, and Microsoft SQL Azure, a
relational database.

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We also conduct research and develop advanced technologies for future software and hardware products and services. We believe that we will continue to grow
and meet our customers' needs by delivering compelling, new, high-value solutions through our integrated software, hardware, and services platforms, creating new
opportunities for partners, improving customer satisfaction, and improving our service excellence, business efficacy, and internal processes.

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The Offering
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need to consider in making
your investment decision. To understand all of the terms and conditions of the offering of the notes, you should carefully read this prospectus supplement, as well as the
accompanying prospectus and the documents incorporated by reference that are described in the accompanying prospectus under "Where You Can Find More
Information."

Issuer
Microsoft Corporation.

Securities offered
$600,000,000 aggregate principal amount of 0.875% notes due 2017;
$750,000,000 aggregate principal amount of 2.125% notes due 2022; and
$900,000,000 aggregate principal amount of 3.500% notes due 2042.

Original issue date
November 7, 2012.

Maturity date
November 15, 2017 for the 2017 notes;
November 15, 2022 for the 2022 notes; and
November 15, 2042 for the 2042 notes.

Interest rate
0.875% per annum for the 2017 notes;
2.125% per annum for the 2022 notes; and
3.500% per annum for the 2042 notes.

Interest payment dates
Interest on the notes will be paid semi-annually on May 15 and November 15 of each year, beginning on May 15, 2013,
and on the maturity date for each series of notes.

Optional redemption
We will have the right at our option to redeem the notes of any series, in whole or in part, at any time or from time to
time, at the redemption prices described under "Description of the Notes--Optional Redemption" in this prospectus
supplement.

Ranking
The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated
debt from time to time outstanding.

Further issuances
We may from time to time issue further notes ranking equally and ratably with the notes in all respects, including the
same terms as to status, redemption or otherwise.

Form and denomination
The notes will be issued in the form of one or more fully registered global securities, without coupons, in
denominations of $2,000 in principal amount and integral multiples of $1,000 in excess thereof. These global securities
will be deposited with the trustee as custodian for, and registered in the name of, a nominee of The Depository Trust
Company, or DTC. Except in the limited circumstances described under "Description of the Debt Securities--Book-
Entry; Delivery and Form; Global Securities" in the accompanying prospectus, notes in certificated form will not be
issued or exchanged for interests in global securities.
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