Obligation Microsofta 5.2% ( US594918AD65 ) en USD

Microsofta

104.99 % ▼

Etats-unis

US594918AD65 ( en USD )

5.2% par an ( paiement semestriel )

31/05/2039

Prospectus brochure de l'obligation Microsoft US594918AD65 en USD 5.2%, échéance 31/05/2039

2 000 USD

750 000 000 USD

594918AD6

AAA ( Première qualité )

Aaa ( Première qualité )

01/06/2026 ( Dans 114 jours )

Microsoft est une multinationale américaine de la technologie, spécialisée dans le développement, la fabrication, la vente et le support de logiciels, d'ordinateurs personnels et de services.

L'Obligation émise par Microsofta ( Etats-unis ) , en USD, avec le code ISIN US594918AD65, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2039

L'Obligation émise par Microsofta ( Etats-unis ) , en USD, avec le code ISIN US594918AD65, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Microsofta ( Etats-unis ) , en USD, avec le code ISIN US594918AD65, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-155495

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount of
Securities to be
Amount to be
Maximum Offering
Maximum Aggregate
Registration Fee (1)
Registered

Registered

Price Per Unit

Offering Price

(2)
2.95% Notes due 2014
$2,000,000,000

99.902%

$1,998,040,000

$111,491
4.20% Notes due 2019
$1,000,000,000

99.950%

$999,500,000

$55,773
5.20% Notes due 2039
$750,000,000

99.786%

$748,395,000

$41,761

(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 $209,025.
(2)
Paid herewith.
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (1 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
Table of Contents
Prospectus Supplement
(To Prospectus dated November 20, 2008)

$3,750,000,000
Microsoft Corporation
$2,000,000,000 2.95% Notes due 2014
$1,000,000,000 4.20% Notes due 2019
$750,000,000 5.20% Notes due 2039
We are offering $2,000,000,000 aggregate principal amount of 2.95% notes due 2014, $1,000,000,000 aggregate
principal amount of 4.20% notes due 2019 and $750,000,000 aggregate principal amount of 5.20% notes due
2039. The 2014 notes will mature on June 1, 2014, the 2019 notes will mature on June 1, 2019 and the 2039
notes will mature on June 1, 2039. Interest on the notes will accrue from May 18, 2009 and be payable on June 1
and December 1 of each year, commencing on December 1, 2009.
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

Per 2014 note

99.902%

0.350%

99.552%
Total

$1,998,040,000
$
7,000,000
$1,991,040,000
Per 2019 note

99.950%

0.450%

99.500%
Total

$ 999,500,000
$
4,500,000
$ 995,000,000
Per 2039 note

99.786%

0.875%

98.911%
Total

$ 748,395,000
$
6,562,500
$ 741,832,500

(1)
Plus accrued interest, if any, from May 18, 2009.
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
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (2 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
Company and its direct participants, including Euroclear Bank and Clearstream, on or about May 18, 2009.

Joint Book-Running Managers

J.P. Morgan
Morgan Stanley
Banc of America Securities LLC
Citi
Joint Lead Managers

Credit Suisse

UBS Investment Bank
Wachovia Securities
Senior Co-Managers

Barclays Capital

BNP PARIBAS
Deutsche Bank Securities
Goldman, Sachs & Co.
Loop Capital Markets, LLC

RBS
Co-Managers

BNY Mellon Capital Markets, LLC
CastleOak Securities, L.P.

HSBC
Mizuho Securities USA Inc.

SOCIETE GENERALE
U.S. Bancorp Investments, Inc.

The date of this prospectus supplement is May 11, 2009
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (3 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Page
About this Prospectus Supplement

S-2
Summary

S-3
Risk Factors

S-5
Use of Proceeds

S-6
Capitalization

S-6
Ratio of Earnings to Fixed Charges

S-6
Description of the Notes

S-7
Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders
S-10
Underwriting
S-13
Legal Matters
S-18
Prospectus
About this Prospectus

i
Where You Can Find More Information

ii
Incorporation by Reference

ii
Forward-Looking Statements
iii
Our Company

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 20, 2008, 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
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (4 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
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.
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" section 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.

S-2
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (5 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
Table of Contents
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
Our mission is to enable people and businesses throughout the world to realize their full potential. Since the
company was founded in 1975, we have worked to achieve this mission by creating technology that
transforms the way people work, play, and communicate. We develop and market software, services,
hardware, and solutions that we believe deliver new opportunities, greater convenience, and enhanced value
to people's lives. We do business throughout the world and have offices in more than 100 countries.
We generate revenue by developing, manufacturing, licensing, and supporting a wide range of software
products and services for many different types of computing devices. Our software products and services
include operating systems for servers, personal computers, and intelligent devices; server applications for
distributed computing environments; information worker productivity applications; business solutions
applications; high-performance computing applications; software development tools; and video games. We
provide consulting and product support services, and we train and certify computer system integrators and
developers. We also design and sell hardware including the Xbox 360 video game console, the Zune digital
music and entertainment device, and peripherals. Online offerings and information are delivered through Live
Search, Windows Live, Office Live, our MSN portals and channels, and the Microsoft Online Services
platform which includes offerings for businesses such as Microsoft Dynamics CRM Online, Exchange
Hosted Services, Exchange Online, and SharePoint Online. We enable the delivery of online advertising
across our broad range of digital media properties and on Live Search through our proprietary adCenter®
platform.
We also research and develop advanced technologies for future software products and services. We believe
that delivering breakthrough innovation and high-value solutions through our integrated software platform is
the key to meeting our customers' needs and to our future growth. We believe that we will continue to lay the
foundation for long-term growth by delivering new products and services, creating new opportunities for
partners, improving customer satisfaction, and improving our internal processes. Our focus is to build on this
foundation through ongoing innovation in our integrated software platforms; by delivering compelling value
propositions to customers; by responding effectively to customer and partner needs; and by continuing to
emphasize the importance of product excellence, business efficacy, and accountability.

S-3
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (6 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
Table of Contents
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
$2,000,000,000 aggregate principal amount of 2.95% notes due 2014;
$1,000,000,000 aggregate principal amount of 4.20% notes due 2019; and

$750,000,000 aggregate principal amount of 5.20% notes due 2039.

Original issue date
May 18, 2009.

Maturity date
June 1, 2014 for the 2014 notes;
June 1, 2019 for the 2019 notes; and

June 1, 2039 for the 2039 notes.

Interest rate
2.95% per annum for the 2014 notes;
4.20% per annum for the 2019 notes; and

5.20% per annum for the 2039 notes.

Interest payment dates
Interest on the notes will be paid semi-annually on June 1 and December 1
of each year, beginning on December 1, 2009, and on the maturity date for
each series of notes.

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.

http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (7 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
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.

Trading
The notes are new issues 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 intend to make a
market in each series of the notes, but they are not obligated to do so and
may discontinue market-making at any time without notice. See
"Underwriting" in this prospectus supplement for more information about
possible market-making by the underwriters.

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

S-4
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (8 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement
Table of Contents
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, 2008 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, each of
which is incorporated by reference in the accompanying prospectus, as well as the risks set forth below. See
"Where You Can Find More Information."
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 constitute new issues of securities, for which there is no existing market. We do not intend to apply for
listing of the notes on any securities exchange. We cannot assure you whether trading markets for the notes will
develop, the ability of holders of the notes to sell their notes or 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 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.
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (9 of 81)5/21/2009 11:15:33 AM

Final Prospectus Supplement

S-5
http://www.sec.gov/Archives/edgar/data/789019/000119312509108544/d424b2.htm (10 of 81)5/21/2009 11:15:33 AM

Document Outline

#1">sec.gov
- #1">Final Prospectus Supplement