Bond Microsofta 3.75% ( US594918AU80 ) in USD

Microsofta

82.996 % ▼

United States

US594918AU80 ( in USD )

3.75% per year ( payment 2 times a year)

30/04/2043

Prospectus brochure of the bond Microsoft US594918AU80 en USD 3.75%, maturity 30/04/2043

2 000 USD

500 000 000 USD

594918AU8

AAA ( Prime - Investment-grade )

Aaa ( Prime - Investment-grade )

01/05/2026 ( In 83 days )

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

The Bond issued by Microsofta ( United States ) , in USD, with the ISIN code US594918AU80, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2043

The Bond issued by Microsofta ( United States ) , in USD, with the ISIN code US594918AU80, was rated Aaa ( Prime - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Microsofta ( United States ) , in USD, with the ISIN code US594918AU80, was rated AAA ( Prime - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-184717
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee (1) (2)
1.000% Notes due 2018

$450,000,000

99.937%

$449,716,500

$61,341
2.375% Notes due 2023

$1,000,000,000

99.664%

$996,640,000

$135,942
3.750% Notes due 2043

$500,000,000

98.616%

$493,080,000

$67,256

(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 $264,539.
(2)
Paid herewith.

Prospectus Supplement
(To Prospectus dated November 2, 2012)
$1,950,000,000
$450,000,000 1.000% Notes due 2018
$1,000,000,000 2.375% Notes due 2023
$500,000,000 3.750% Notes due 2043
We are offering $450,000,000 aggregate principal amount of 1.000% notes due 2018, $1,000,000,000 aggregate principal amount of 2.375% notes due 2023
and $500,000,000 aggregate principal amount of 3.750% notes due 2043. The 2018 notes will mature on May 1, 2018, the 2023 notes will mature on May 1, 2023 and
the 2043 notes will mature on May 1, 2043. Interest on the notes will accrue from May 2, 2013 and be payable on May 1 and November 1 of each year, commencing on
November 1, 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 prior to May 1, 2018 (in the case
of the 2018 notes), February 1, 2023 (in the case of the 2023 notes) and November 1, 2042 (in the case of the 2043 notes) at the applicable make-whole price set forth
in this prospectus supplement, plus accrued and unpaid interest to the date of redemption. We will also have the right at our option to redeem the 2023 notes and the
2043 notes, in whole or in part, at any time on or after February 1, 2023 (in the case of the 2023 notes) and November 1, 2042 (in the case of the 2043 notes) at the
redemption price of 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to the date of redemption. See "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.

Proceeds, Before
Price to
Underwriting
Expenses, to

Public(1)
Discounts
Microsoft(1)
Per 2018 note

99.937%

0.350%

99.587%
Total

$449,716,500
$ 1,575,000
$
448,141,500
Per 2023 note

99.664%

0.450%

99.214%
Total

$996,640,000
$ 4,500,000
$
992,140,000
Per 2043 note

98.616%

0.875%

97.741%
Total

$493,080,000
$ 4,375,000
$
488,705,000
(1) Plus accrued interest, if any, from May 2, 2013.
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.
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 May 2, 2013, which is the fifth business day following the date of this prospectus
supplement.

Joint Book-Running Managers
BofA Merrill Lynch

RBS
Barclays

Citigroup

HSBC

Wells Fargo Securities
Senior Co-Managers
BNP PARIBAS

Credit Suisse

SOCIETE GENERALE

US Bancorp
Co-Managers

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
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The date of this prospectus supplement is April 25, 2013
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TABLE OF CONTENTS

Page
Prospectus Supplement

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
Ratio of Earnings to Fixed Charges

S-7
Description of the Notes

S-8
Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders

S-13
Underwriting

S-16
Legal Matters

S-20
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 (the "SEC"). 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.
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.

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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.
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 Reports on Form 10-Q for the fiscal quarters ended September 30, 2012, December 31, 2012 and March 31, 2013;

·
our Current Reports on Form 8-K filed on July 2, 2012, September 18, 2012, October 9, 2012, November 2, 2012, November 7, 2012, November 16,

2012, November 29, 2012 and April 18, 2013 (excluding the first Current Report on Form 8-K furnished to the SEC on April 18, 2013); 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, Surface, 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
$450,000,000 aggregate principal amount of 1.000% notes due 2018;
$1,000,000,000 aggregate principal amount of 2.375% notes due 2023; and
$500,000,000 aggregate principal amount of 3.750% notes due 2043.

Original issue date
May 2, 2013.

Maturity date
May 1, 2018 for the 2018 notes;
May 1, 2023 for the 2023 notes; and
May 1, 2043 for the 2043 notes.

Interest rate
1.000% per annum for the 2018 notes;
2.375% per annum for the 2023 notes; and
3.750% per annum for the 2043 notes.

Interest payment dates
Interest on the notes will be paid semi-annually on May 1 and November 1 of each year, beginning on
November 1, 2013, and on the maturity date of 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 prior to May 1, 2018 (in the case of the 2018 notes), February 1, 2023 (in the case of the 2023
notes) and November 1, 2042 (in the case of the 2043 notes) at the applicable make-whole price set forth in this
prospectus supplement, plus accrued and unpaid interest to the date of redemption. We will also have the right at
our option to redeem the 2023 notes and the 2043 notes, in whole or in part, at any time on or after February 1,
2023 (in the case of the 2023 notes) and November 1, 2042 (in the case of the 2043 notes), at the redemption
price of 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to the date
of redemption. See "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

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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.

Trading
The notes are a new issue of securities with no established trading market. We do not intend to apply for listing
of the notes on any securities exchange. The underwriters have advised us that they currently intend to make a
market in each series of the notes, but they are not obligated to do so and may, in their sole discretion,
discontinue market-making at any time without notice. See "Underwriting" in this prospectus supplement for
more information

Trustee
The Bank of New York Mellon Trust Company, N.A.

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RISK FACTORS
Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully consider the risks described under "Risk Factors"
in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013,
each of which is incorporated by reference in this prospectus supplement, as well as the risks set forth below. See "Where You Can Find More Information" in the
accompanying prospectus.
The indenture governing the notes does not contain financial covenants or meaningful restrictions on us or our subsidiaries.
Neither we nor any of our subsidiaries are restricted from incurring additional debt or other liabilities, including debt secured by liens, under the indenture.
We may from time to time incur additional debt and other liabilities. In addition, we are not restricted from paying dividends or making distributions on our capital
stock or purchasing or redeeming our capital stock under the indenture.
Active trading markets for the notes may not develop.
The notes are new issues of securities with no established trading markets. We do not intend to apply for listing of the notes on any securities exchange. We
cannot assure you trading markets for the notes will develop or of the ability of holders of the notes to sell their notes or of the prices at which holders may be able to
sell their notes. The underwriters have advised us that they currently intend to make a market in each series of the notes. However, the underwriters are not obligated to
do so, and any market-making with respect to the notes may be discontinued, in their sole discretion, at any time without notice. If no active trading markets develop,
you may be unable to resell the notes at any price or at their fair market value.
If trading markets do develop, changes in our ratings or the financial markets could adversely affect the market prices of the notes.
The market prices of the notes will depend on many factors, including, among others, the following:

·
ratings on our debt securities assigned by rating agencies;

·
the prevailing interest rates being paid by other companies similar to us;

·
our results of operations, financial condition and prospects; and

·
the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an
adverse effect on the market prices of the notes.
Rating agencies continually review the ratings they have assigned to companies and debt securities. Negative changes in the ratings assigned to us or our
debt securities could have an adverse effect on the market prices of the notes.

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USE OF PROCEEDS
The net proceeds from the sale of the notes will be used for general corporate purposes, which may include, among other things, funding for working capital,
capital expenditures, repurchases of our capital stock, acquisitions and repayment of our existing debt.
CAPITALIZATION
The following sets forth our capitalization on a consolidated basis as of March 31, 2013. We have presented our capitalization on both an actual and an as
adjusted basis to reflect the issuance and sale of the notes offered hereby and the expected issuance and sale of 550 million in aggregate principal amount of 2.625%
Notes due 2033, but not the application of the net proceeds from the issuance and sale of such notes. See "Use of Proceeds." You should read the following table along
with our financial statements and the accompanying notes to those statements, together with the information set forth under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which is incorporated by reference in this
prospectus supplement. See "Where You Can Find More Information" in the accompanying prospectus.

As of March 31, 2013

Actual
As Adjusted

(in millions)

Long-term debt (including current portion):

Zero Coupon Convertible Senior Notes due 2013

$
1,250
$
1,250
0.875% Notes due 2013

1,000

1,000

2.950% Notes due 2014

2,000

2,000

1.625% Notes due 2015

1,750

1,750

2.500% Notes due 2016

750

750

0.875% Notes due 2017

600

600

4.200% Notes due 2019

1,000

1,000

3.000% Notes due 2020

1,000

1,000

4.000% Notes due 2021

500

500

2.125% Notes due 2022

750

750

5.200% Notes due 2039

750

750

4.500% Notes due 2040

1,000

1,000

5.300% Notes due 2041

1,000

1,000

3.500% Notes due 2042

900

900

2.625% Notes due 2033 (1)

--

719

1.000% Notes due 2018 offered hereby

--

450

2.375% Notes due 2023 offered hereby

--

1,000

3.750% Notes due 2043 offered hereby

--

500

Unamortized debt discount

(55)

(69)

Total debt

14,195

16,850

Total stockholders' equity

76,688

76,688

Total capitalization

$
90,883
$
93,538

(1) We expect to issue 550 million in aggregate principal amount of 2.625% Notes due 2033 on or about the date we issue the notes offered hereby. The amount in
the "as adjusted" column of the above table is the U.S. dollar equivalent of the aggregate principal amount of such notes from euro using the exchange rate
1.00 = $1.3066 on April 19, 2013, as announced by the U.S. Federal Reserve Board.

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