Obligation Microsofta 4% ( US594918AL81 ) en USD

Microsofta

100 % ▼

Etats-unis

US594918AL81 ( en USD )

4% par an ( paiement semestriel )

07/02/2021 - Obligation échue

Prospectus brochure de l'obligation Microsoft US594918AL81 en USD 4%, échue

2 000 USD

500 000 000 USD

594918AL8

AAA ( Première qualité )

Aaa ( Première qualité )

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 US594918AL81, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/02/2021

L'Obligation émise par Microsofta ( Etats-unis ) , en USD, avec le code ISIN US594918AL81, 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 US594918AL81, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 64
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)
2.500% Notes due 2016

$ 750,000,000
99.753%

$748,147,500
$ 86,860
4.000% Notes due 2021

$ 500,000,000
99.747%

$498,735,000
$ 57,903
5.300% Notes due 2041

$1,000,000,000
99.154%

$991,540,000
$115,118
(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 $259,881.
(2)
Paid herewith.
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Prospectus Supplement
(To Prospectus dated November 20, 2008)

$2,250,000,000
Microsoft Corporation
$750,000,000 2.500% Notes due 2016
$500,000,000 4.000% Notes due 2021
$1,000,000,000 5.300% Notes due 2041
We are offering $750,000,000 aggregate principal amount of 2.500% notes due 2016, $500,000,000 aggregate principal amount of 4.000% notes due 2021 and
$1,000,000,000 aggregate principal amount of 5.300% notes due 2041. The 2016 notes will mature on February 8, 2016, the 2021 notes will mature on February 8, 2021
and the 2041 notes will mature on February 8, 2041. Interest on the notes will accrue from February 8, 2011 and be payable on February 8 and August 8 of each year,
commencing on August 8, 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(1)
Per 2016 note

99.753%
0.350%
99.403%
Total

$748,147,500
$
2,625,000
$745,522,500
Per 2021 note

99.747%
0.450%
99.297%
Total

$498,735,000
$
2,250,000
$496,485,000
Per 2041 note

99.154%
0.875%
98.279%
Total

$991,540,000
$
8,750,000
$982,790,000
(1)
Plus accrued interest, if any, from February 8, 2011.
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 February 8, 2011.

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Joint Book-Running Managers

BofA Merrill Lynch
Credit Suisse
Goldman, Sachs & Co.
HSBC Morgan Stanley
RBS
Co-Manager
The Williams Capital Group, L.P.

The date of this prospectus supplement is February 3, 2011

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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.
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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" 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.

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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;

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·
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.

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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
$750,000,000 aggregate principal amount of 2.500% notes due 2016;

$500,000,000 aggregate principal amount of 4.000% notes due 2021; and

$1,000,000,000 aggregate principal amount of 5.300% notes due 2041.

Original issue date
February 8, 2011.

Maturity date
February 8, 2016 for the 2016 notes; February 8, 2021 for the 2021 notes; and

February 8, 2041 for the 2041 notes.

Interest rate
2.500% per annum for the 2016 notes; 4.000% per annum for the 2021 notes; and
5.300% per annum for the 2041 notes.
Interest payment dates
Interest on the notes will be paid semi-annually on February 8 and August 8 of each year, beginning on August 8,
2011, 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.

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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Trading
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. 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
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