Obligation Microsofta 3% ( US594918AH79 ) en USD

Microsofta

100 % ▼

Etas-Unis

US594918AH79 ( en USD )

3% par an ( paiement semestriel )

01/10/2020 - Obligation échue

Prospectus brochure de l'obligation Microsoft US594918AH79 en USD 3%, échue

2 000 USD

1 000 000 000 USD

594918AH7

N/A

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 ( Etas-Unis ) , en USD, avec le code ISIN US594918AH79, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2020

Final Prospectus Supplement
Page 1 of 48
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 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 2013
$1,000,000,000
99.835%
$998,350,000

$71,182
1.625% Notes due 2015
$1,750,000,000
99.561%
$1,742,317,500

$124,227
3.000% Notes due 2020
$1,000,000,000
99.136%
$991,360,000

$70,684
4.500% Notes due 2040
$1,000,000,000
98.911%
$989,110,000

$70,524
(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 $336,617.
(2)
Paid herewith.
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 2 of 48
Table of Contents
Prospectus Supplement
(To Prospectus dated November 20, 2008)

$4,750,000,000
Microsoft Corporation
$1,000,000,000 0.875% Notes due 2013
$1,750,000,000 1.625% Notes due 2015
$1,000,000,000 3.000% Notes due 2020
$1,000,000,000 4.500% Notes due 2040
We are offering $1,000,000,000 aggregate principal amount of 0.875% notes due 2013, $1,750,000,000 aggregate
principal amount of 1.625% notes due 2015, $1,000,000,000 aggregate principal amount of 3.000% notes due 2020 and
$1,000,000,000 aggregate principal amount of 4.500% notes due 2040. The 2013 notes will mature on September 27, 2013;
the 2015 notes will mature on September 25, 2015; the 2020 notes will mature on October 1, 2020; and the 2040 notes will
mature on October 1, 2040. Interest on the 2013 notes will accrue from September 27, 2010 and be payable on March 27 and
September 27 of each year, commencing on March 27, 2011. Interest on the 2015 notes will accrue from September 27, 2010
and be payable on March 25 and September 25 of each year, commencing on March 25, 2011. Interest on the 2020 notes will
accrue from September 27, 2010 and be payable on April 1 and October 1 of each year, commencing on April 1, 2011.
Interest on the 2040 notes will accrue from September 27, 2010 and be payable on April 1 and October 1 of each year,
commencing on April 1, 2011.
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-7 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 2013 note

99.835%
0.150%
99.685%
Total

$ 998,350,000
$
1,500,000
$ 996,850,000
Per 2015 note

99.561%
0.350%
99.211%
Total

$1,742,317,500
$
6,125,000
$1,736,192,500
Per 2020 note

99.136%
0.450%
98.686%
Total

$ 991,360,000
$
4,500,000
$ 986,860,000
Per 2040 note

98.911%
0.875%
98.036%

Total

$ 989,110,000
$
8,750,000
$ 980,360,000
(1)
Plus accrued interest, if any, from September 27, 2010.
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 and Clearstream, on or about September 27, 2010.

Joint Book-Running Managers

http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 3 of 48
Barclays Capital
Citi
J.P. Morgan
Goldman, Sachs & Co.
Wells Fargo Securities
Co-Managers

CastleOak Securities, L.P.
The Williams Capital Group, L.P.

The date of this prospectus supplement is September 22, 2010
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 4 of 48
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Page
About this Prospectus Supplement

S-2
Summary

S-3
Risk Factors

S-7
Use of Proceeds

S-8
Capitalization

S-8
Ratio of Earnings to Fixed Charges

S-8
Description of the Notes

S-9
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
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 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/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 5 of 48
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 personal computers, servers, 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 and solution
support services, and we train and certify computer system integrators and developers. We also design and sell hardware
including the Xbox 360 gaming and entertainment console and accessories, the Zune digital music and entertainment
device and accessories, and Microsoft personal computer hardware products. In addition to selling individual products
and services, we offer suites of products and services, including those discussed below and the enterprise client access
license suite, which licenses access to Microsoft server software products.
We earn revenues from customers paying a fee to license software; that will continue to be an important part of
our business, even as we develop and deliver "cloud-based" computing services. Cloud-based computing involves
providing software, services and content over the Internet by way of shared computing resources located in centralized
data centers. Consumers and business customers access these resources from a variety of devices. Revenues are earned
primarily from usage fees and advertising.
Microsoft's "software plus services" vision reflects our belief that what is most powerful for end users is a
computing or communication device running sophisticated software, interacting with cloud-based resources. Examples
of consumer-oriented cloud-based computing services we offer currently include:

·
Bing, our Internet search service;

·
Windows Live Essentials suite, which allows users to upload and organize photos, make movies,

communicate via email and messaging and enhance online safety; and

·
Xbox LIVE service, which enables online gaming, social networking, and content access.
Our current cloud-based services for business users include:

·
Microsoft Office Web Apps, which are the online companions to Microsoft Word, Excel, PowerPoint, and

OneNote;

·
our Business Productivity Online Suite, offering communications and collaboration solutions with high

availability and simplified enterprise IT management;

S-3
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 6 of 48
Table of Contents
·
Microsoft Dynamics Online family of customer relationship management and enterprise resources planning

services; and

·
our Azure family of services, including a scalable operating system with compute, storage, hosting and

management capabilities, a relational database, and a platform that helps developers connect applications
and services in the cloud or on premise.
We also conduct 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-4
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 7 of 48
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
$1,000,000,000 aggregate principal amount of 0.875% notes due 2013;
$1,750,000,000 aggregate principal amount of 1.625% notes due 2015;
$1,000,000,000 aggregate principal amount of 3.000% notes due 2020; and

$1,000,000,000 aggregate principal amount of 4.500% notes due 2040.

Original issue date
September 27, 2010.

Maturity date
September 27, 2013 for the 2013 notes;
September 25, 2015 for the 2015 notes;
October 1, 2020 for the 2020 notes; and

October 1, 2040 for the 2040 notes.

Interest rate
0.875% per annum for the 2013 notes;
1.625% per annum for the 2015 notes;
3.000% per annum for the 2020 notes; and

4.500% per annum for the 2040 notes.

Interest payment dates
Interest on the 2013 notes will be paid semi-annually on March 27 and September
27 of each year, beginning on March 27, 2011, and on the maturity date for the
2013 notes. Interest on the 2015 notes will be paid semi-annually on March 25 and
September 25 of each year, beginning on March 25, 2011, and on the maturity date
for the 2015 notes. Interest on the 2020 notes will be paid semi-annually on April 1
and October 1 of each year, beginning on April 1, 2011, and on the maturity date
for the 2020 notes. Interest on the 2040 notes will be paid semi-annually on April 1
and October 1 of each year, beginning on April 1, 2011, and on the maturity date
for the 2040 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.

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

S-5
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 8 of 48
Table of Contents
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-6
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 9 of 48
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,
2010, 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 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 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.

S-7
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010

Final Prospectus Supplement
Page 10 of 48
Table of Contents
USE OF PROCEEDS
The net proceeds from the sale of the notes will be used for general corporate purposes, which may include funding
for working capital, capital expenditures, repurchases of our capital stock and acquisitions.
CAPITALIZATION
The following sets forth our capitalization on a consolidated basis as of June 30, 2010. 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, but not
the application of the net proceeds from the issuance and sale of the 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 Annual Report on Form 10-K for the fiscal year ended June 30, 2010, which is incorporated by reference in the
accompanying prospectus. See "Where You Can Find More Information."

As of June 30, 2010

Actual
As Adjusted

(in millions)
Short-term borrowings (1)

$
1,000
$
1,000

Long-term debt:

2.95% Notes due 2014

2,000
2,000
4.20% Notes due 2019

1,000
1,000
5.20% Notes due 2039

750
750
Zero Coupon Convertible Notes due 2013

1,250
1,250
0.875% Notes due 2013 offered hereby

--
1,000
1.625% Notes due 2015 offered hereby

--
1,750
3.500% Notes due 2020 offered hereby

--
1,000
4.000% Notes due 2040 offered hereby

--
1,000
Unamortized debt discount

(61)
(90)

Total long-term debt

4,939
9,660
Total stockholders' equity

46,175
46,175

Total capitalization

$
51,114
$
55,835

(1) Consists of commercial paper notes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of our earnings to our fixed charges for the periods indicated.

Year Ended June 30,

2010 2009 2008 2007 2006
Ratio of earnings to fixed charges (1)
122x 226x 158x 75x 57x
(1) For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings from continuing operations
before income taxes and before income (losses) from equity method investments plus: (a) fixed charges; and (b) cash
distributions from equity method investments. Fixed charges include: (a) interest expense, whether expensed or
capitalized; and (b) the portion of operating rental expense which management believes is representative of the interest
component of rent expense.

S-8
http://www.sec.gov/Archives/edgar/data/789019/000119312510215843/d424b2.htm
9/24/2010