Obligation Microsofta 5.3% ( US594918AM64 ) en USD

Microsofta

103.864 % ▼

Etas-Unis

US594918AM64 ( en USD )

5.3% par an ( paiement semestriel )

07/02/2041

Prospectus brochure de l'obligation Microsoft US594918AM64 en USD 5.3%, échéance 07/02/2041

2 000 USD

1 000 000 000 USD

594918AM6

AAA ( Première qualité )

Aaa ( Première qualité )

08/08/2025 ( Dans 21 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 ( Etas-Unis ) , en USD, avec le code ISIN US594918AM64, paye un coupon de 5.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/02/2041

L'Obligation émise par Microsofta ( Etas-Unis ) , en USD, avec le code ISIN US594918AM64, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Microsofta ( Etas-Unis ) , en USD, avec le code ISIN US594918AM64, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-253138
PROSPECTUS

MICROSOFT CORPORATION
Offers to exchange Existing Notes (as defined below) and a cash payment (as described below) for up to
$6,250,000,000 in Aggregate Principal Amount of New 2052 Notes (as defined below) and up to
$2,000,000,000 in Aggregate Principal Amount of New 2062 Notes (as defined below) and cash payment (as
described below), as applicable.
The Exchange Offers (as defined below) with respect to the Existing Notes wil expire at 11:59 p.m., New
York City time, on March 15, 2021, unless extended or earlier terminated by us (such date and time, as the
same may be extended or earlier terminated, the "Expiration Time"). In order to be eligible to receive the
Early Exchange Premium (as defined below), holders of Existing Notes must validly tender their Existing
Notes at or prior to 5:00 p.m., New York City time, on March 1, 2021 (such date and time, the "Early
Exchange Time"). Tenders of Existing Notes may be validly withdrawn at any time at or prior to 11:59 p.m.,
New York City time, on March 15, 2021, unless extended by us, but wil thereafter be irrevocable except in
the limited circumstances where additional withdrawal rights are required by law.
Upon the terms and subject to the conditions set forth in this prospectus, Microsoft Corporation, a Washington
corporation ("Microsoft" or the "Company"), is offering to exchange (the "Pool 1 Offer") the fourteen series of notes
described in the below table (col ectively, the "Pool 1 Notes") for up to $6,250,000,000 aggregate principal amount (the
"New 2052 Notes Issue Cap") of a new series of Microsoft's 2.921% notes to be due March 17, 2052 (the "New 2052 Notes")
and a cash payment, as provided herein. The aggregate principal amount of Pool 1 Notes of each series that are accepted for
exchange wil be based on the order of acceptance priority for such series as set forth in the table below, subject to the New
2052 Notes Issue Cap. See Annex B to this prospectus for the final pricing terms with respect to the Pool 1 Offer.

Principal
Fixed
Cash
Amount
Acceptance
Reference
Bloomberg
Spread
Payment
Early
CUSIP
Title of
Outstanding
Priority
UST
Reference
(basis
Percent of
Exchange
Number

Security

(MM)

Level
Security(1)
Page
points) Premium(2) Premium(3)(4)
Pool 1 Notes

594918AX2
4.875% Notes

due 2043
$
174.572
1
30-year
FIT 1
45
100% $
30
594918BL7
4.450% Notes

due 2045
$ 1,288.337
2
30-year
FIT 1
50
100% $
30
594918CA0
4.250% Notes

due 2047
$ 1,584.630
3
30-year
FIT 1
55
100% $
30
594918AM6
5.300% Notes

due 2041
$
770.339
4
30-year
FIT 1
30
100% $
30
594918AD6
5.200% Notes

due 2039
$
558.545
5
30-year
FIT 1
20
100% $
30
594918AJ3
4.500% Notes

due 2040
$
571.171
6
30-year
FIT 1
25
100% $
30
594918BT0
3.700% Notes

due 2046
$ 4,500.000
7
30-year
FIT 1
52
100% $
30
594918AU8
3.750% Notes

due 2043
$
244.015
8
30-year
FIT 1
45
100% $
30

Table of Contents
Principal
Fixed
Cash
Amount
Acceptance
Reference
Bloomberg
Spread
Payment
Early
CUSIP
Title of
Outstanding
Priority
UST
Reference
(basis
Percent of
Exchange
Number

Security

(MM)

Level
Security(1)
Page
points) Premium(2) Premium(3)(4)
594918BD5
3.750% Notes

due 2045
$
640.567
9
30-year
FIT 1
45
100% $
30
594918AR5
3.500% Notes

due 2042
$
900.000
10
30-year
FIT 1
35
100% $
30
594918BZ6
4.100% Notes

due 2037
$ 1,916.467
11
30-year
FIT 1
5
100% $
30
594918BK9
4.200% Notes

due 2035
$ 1,000.000
12
30-year
FIT 1
(10)
100% $
30
594918BS2
3.450% Notes

due 2036
$ 2,250.000
13
30-year
FIT 1
(7)
100% $
30
594918BC7
3.500% Notes

due 2035
$ 1,500.000
14
30-year
FIT 1
(15)
100% $
30
(1) The "30-year Reference UST Security" refers to the 1.625% U.S. Treasury Notes due November 15, 2050.
(2) The "Cash Payment Percent of Premium" is the percent (as set forth with respect to each series of Pool 1 Notes in the
table above) of the amount by which the Total Exchange Consideration (as defined below and calculated at the Pricing
Time (as defined below) and in accordance with the formula set forth in Annex A to this prospectus) exceeds $1,000 per
$1,000 principal amount of such Pool 1 Notes.
(3) Per $1,000 principal amount of Pool 1 Notes.
(4) Holders who validly tender Pool 1 Notes after the Early Exchange Time but on or before the Expiration Time wil not be
eligible to receive the "Early Exchange Premium" of $30 principal amount of New 2052 Notes for each $1,000 principal
amount of Pool 1 Notes validly tendered and not validly withdrawn. For the avoidance of doubt, the $30 per $1,000
Early Exchange Premium is included within the Total Exchange Consideration, as calculated using the Fixed Spread over
the 30-year Reference UST Security as described herein, and is not in addition to the Total Exchange Consideration.
Upon the terms and subject to the conditions set forth in this prospectus, the Company is also offering to exchange (the
"Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") the four series of notes described in the below
table (col ectively, the "Pool 2 Notes" and, together with the Pool 1 Notes, the "Existing Notes") for up to $2,000,000,000
(increased from $1,250,000,000) aggregate principal amount (the "New 2062 Notes Issue Cap" and, together with the New
2052 Notes Issue Cap, the "New Issue Cap") of a new series of Microsoft's 3.041% notes to be due March 17, 2062 (the "New
2062 Notes" and, together with the New 2052 Notes, the "New Notes") and a cash payment, as provided herein. The
aggregate principal amount of Pool 2 Notes of each series that are accepted for exchange wil be based on the order of
acceptance priority for such series as set forth in the below table, subject to the New 2062 Notes Issue Cap. See Annex B to
this prospectus for the final pricing terms with respect to the Pool 2 Offer.

Principal
Fixed
Cash
Amount
Acceptance
Reference
Bloomberg
Spread
Payment
Early
CUSIP
Title of
Outstanding
Priority
UST
Reference
(basis
Percent of
Exchange
Number

Security
(MM)

Level
Security(1)
Page
points) Premium(2) Premium(3)(4)
Pool 2 Notes

594918BU7
3.950% Notes

due 2056 $ 1,954.510
1
30-year
FIT 1
67
100% $
30
594918BM5
4.750% Notes

due 2055 $
326.735
2
30-year
FIT 1
67
96% $
30
594918CB8
4.500% Notes

due 2057 $
883.777
3
30-year
FIT 1
67
100% $
30
594918BE3
4.000% Notes

due 2055 $
793.850
4
30-year
FIT 1
67
100% $
30

Table of Contents
(1) The "30-year Reference UST Security" refers to the 1.625% U.S. Treasury Notes due November 15, 2050.
(2) The "Cash Payment Percent of Premium" is the percent (as set forth with respect to each series of Pool 2 Notes in the
table above) of the amount by which the Total Exchange Consideration (calculated at the Pricing Time and in
accordance with the formula set forth in Annex A to this prospectus) exceeds $1,000 per $1,000 principal amount of
such Pool 2 Notes. The percentages for the 3.950% Notes due 2056, the 4.750% Notes due 2055, the 4.500% Notes due
2057 and the 4.000% Notes due 2055 have been increased to the percentages included in the table above from the
previously stated percentages for such series of notes.
(3) Per $1,000 principal amount of Pool 2 Notes.
(4) Holders who validly tender Pool 2 Notes after the Early Exchange Time but on or before the Expiration Time wil not be
eligible to receive the "Early Exchange Premium" of $30 principal amount of New 2062 Notes for each $1,000 principal
amount of Pool 2 Notes validly tendered and not validly withdrawn. For the avoidance of doubt, the $30 per $1,000
Early Exchange Premium is included within the Total Exchange Consideration, as calculated using the Fixed Spread over
the 30-year Reference UST Security as described herein, and is not in addition to the Total Exchange Consideration.
Set forth below is a table summarizing the terms of the New Notes offered in the Exchange Offers:

Aggregate
Principal Amount
of Existing Notes
Spread to
Redemption at
Accepted for
Benchmark
Benchmark
Option of the
Title of Series

Maturity Date

Tender (MM)

Security

Security

Company
New 2052 Notes
March 17, 2052
An amount of Pool 1
1.625% U.S. Treasury +70 bps
The New 2052
(2.921% Notes due
Notes such that the
Notes due
Notes may be
2052)
aggregate principal
November 15, 2050
redeemed in
amount of New 2052
accordance with the
Notes issued does not
Optional
exceed $6,250.0.
Redemption
provisions set forth
in this prospectus.
See "Description of
the New Notes--
Optional

Redemption."
New 2062 Notes
March 17, 2062
An amount of Pool 2
1.625% U.S. Treasury +82 bps
The New 2062
(3.041% Notes due
Notes such that the
Notes due
Notes may be
2062)
aggregate principal
November 15, 2050
redeemed in
amount of New 2062
accordance with the
Notes issued does not
Optional
exceed $2,000.0.
Redemption
provisions set forth
in this prospectus.
See "Description of
the New Notes--
Optional

Redemption."
The Exchange Offers wil expire at 11:59 p.m., New York City time, on March 15, 2021, unless extended
by us (such date and time, as they may be extended, the "Expiration Time"). To be eligible to receive the
Early Exchange Premium, holders must validly tender their Existing Notes at or prior to 5:00 p.m., New York
City time, on March 1, 2021 (such date and time, the "Early Exchange Time"). Tenders of Existing Notes in the
Exchange Offers may be validly withdrawn at any time at or prior to the Expiration Time, but wil thereafter be
irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law.
The consummation of each Exchange Offer is subject to, and conditional upon, the satisfaction or, where
permitted, the waiver of the conditions discussed under "Description of the Exchange Offers--Conditions to
the Exchange Offers," including, among other things, the registration statement on Form S-4 of which this
prospectus forms a part having been declared

Table of Contents
effective by the Securities and Exchange Commission (the "SEC") on or prior to the Expiration Time and
remaining effective on the Settlement Date (as defined in this prospectus). We may, at our option waive any
such conditions at or by the Expiration Time, except the condition that the registration statement of which
this prospectus forms a part has been declared effective by the SEC on or prior to the Expiration Time and
remains effective on the Settlement Date. For information about other conditions to our obligations to
complete the Exchange Offers, see "Description of the Exchange Offers--Conditions to the Exchange Offers."

For a discussion of factors you should consider in determining whether to tender your Existing Notes in
connection with the Exchange Offers, see the information under "Risk Factors" beginning on page 13 of this
prospectus and in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are
incorporated by reference into this prospectus.
None of Microsoft, the Dealer Managers, the Exchange Agent and Information Agent (each as defined in
this prospectus) for the Exchange Offers, or the trustee under the Indenture (as defined in this prospectus),
or any other person makes any recommendation as to whether you should exchange your Existing Notes in
the Exchange Offers.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

The Joint Lead Dealer Managers for the Exchange Offers are:

Morgan Stanley

Wel s Fargo Securities
The Senior Co-Dealer Managers for the Exchange Offers are:

Barclays

Credit Suisse
The Co-Dealer Managers for the Exchange Offers are:

Academy Securities
CastleOak Securities, L.P.
Drexel Hamilton

Loop Capital Markets
MFR Securities, Inc.
Mischler Financial Group, Inc.
Ramirez & Co., Inc.

Siebert Williams Shank

The date of this prospectus is March 4, 2021.

Table of Contents
The Exchange Offers
As of March 4, 2021, the aggregate principal amounts of Pool 1 Notes and Pool 2 Notes outstanding were
$17,898.6 mil ion and $3,958.9 mil ion, respectively. The aggregate principal amount of New Notes to be issued pursuant to
the Exchange Offers wil be subject to the applicable New Issue Cap (as described below). The principal amount of each
series of Existing Notes to be accepted pursuant to the Exchange Offers wil be subject to the "acceptance priority level" (in
numerical priority order) of such series as set forth in the applicable table on the front cover of this prospectus.
With respect to Existing Notes tendered in an Exchange Offer, and not validly withdrawn prior to the Expiration Time,
such Existing Notes of a series having a higher acceptance priority level for such Exchange Offer wil be accepted for
exchange before any such Existing Notes of a series having a lower acceptance priority level. If acceptance of al validly
tendered Existing Notes of a series would not result in us issuing New Notes having an aggregate principal amount in excess
of the applicable New Issue Cap, we wil accept al validly tendered Existing Notes of such series. If acceptance of al validly
tendered Existing Notes of a series would result in us issuing New Notes having an aggregate principal amount in excess of
the applicable New Issue Cap, the tendered Existing Notes of such series wil be accepted subject to proration as described
more ful y in this prospectus.
The completion of the Exchange Offers for each series of Existing Notes is subject to, and conditional upon, the
satisfaction or waiver of certain conditions, including, among other things, (i) the registration statement on Form S-4 of
which this prospectus forms a part having been declared effective by the SEC on or prior to the Expiration Time and
remaining effective on the Settlement Date; (i ) the condition that, as of the Pricing Time, the combination of the yield of the
New Notes and the Total Exchange Consideration for the applicable series of Existing Notes would result in the New Notes
and such Existing Notes not being treated as "substantial y different" under FASB Accounting Standards Codification ("ASC")
470-50 (the "Accounting Treatment Condition"); (i i) the requirement, with respect to the Exchange Offers of New Notes for
Existing Notes, that we issue at least (a) $3,000,000,000 aggregate principal amount of New 2052 Notes and (b)
$750,000,000 aggregate principal amount of New 2062 Notes; (iv) the Yield Condition (as defined below) (for any applicable
series of Existing Notes); and (v) that nothing has occurred or may occur that would or might, in our reasonable judgment, be
expected to prohibit, prevent, restrict or delay an Exchange Offer or delay the scheduled Pricing Time or impair us from
realizing the anticipated benefits of an Exchange Offer. The Exchange Offer for any particular series of Existing Notes is
further subject to the condition that the acceptance of validly tendered series of Existing Notes with a higher acceptance
priority level would not result in the issuance of New 2052 Notes or New 2062 Notes in excess of the New 2052 Notes Issue
Cap or the New 2062 Notes Issue Cap, as applicable. The Accounting Treatment Condition and the Yield Condition have been
satisfied for each series of Existing Notes in the Exchange Offers. We may, at our option, waive any such conditions at or by
the Expiration Time, except the condition that the registration statement of which this prospectus forms a part has been
declared effective by the SEC on or prior to the Expiration Time and remains effective on the Settlement Date. The
"Settlement Date" wil promptly fol ow the Expiration Time and is expected to be March 17, 2021, which is the second
business day fol owing the Expiration Time. Tendering holders of Existing Notes must tender Existing Notes in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. New Notes wil be issued in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

i

Table of Contents
The Yield Condition
Notwithstanding any other provision in this prospectus to the contrary, if, at the Pricing Time, the yield of the 30-year
Reference UST Security with respect to any series of Existing Notes (as set forth in the table below) is less than the
applicable minimum yield or is greater than the applicable maximum yield with respect to such series of Existing Notes,
then, unless this condition is waived by us, we wil not accept for exchange, or issue the applicable series of New Notes in
exchange for, any Existing Notes of such series tendered in the Exchange Offers (the "Yield Condition"). The Yield Condition
has been satisfied for the Exchange Offers.
Title of Security

Reference UST Security

Minimum Yield
Maximum Yield
Pool 1 Notes

4.875% Notes due 2043

1.625% due November 15, 2050

1.00%

2.40%

4.450% Notes due 2045

1.625% due November 15, 2050

1.00%

2.40%

4.250% Notes due 2047

1.625% due November 15, 2050

1.00%

2.40%

5.300% Notes due 2041

1.625% due November 15, 2050

1.00%

2.40%

5.200% Notes due 2039

1.625% due November 15, 2050

1.00%

2.40%

4.500% Notes due 2040

1.625% due November 15, 2050

1.00%

2.40%

3.700% Notes due 2046

1.625% due November 15, 2050

1.00%

2.40%

3.750% Notes due 2043

1.625% due November 15, 2050

1.00%

2.40%

3.750% Notes due 2045

1.625% due November 15, 2050

1.00%

2.40%

3.500% Notes due 2042

1.625% due November 15, 2050

1.00%

2.40%

4.100% Notes due 2037

1.625% due November 15, 2050

1.00%

2.40%

4.200% Notes due 2035

1.625% due November 15, 2050

1.00%

2.40%

3.450% Notes due 2036

1.625% due November 15, 2050

1.00%

2.40%

3.500% Notes due 2035

1.625% due November 15, 2050

1.00%

2.40%

Pool 2 Notes

3.950% Notes due 2056

1.625% due November 15, 2050

1.00%

2.40%

4.750% Notes due 2055

1.625% due November 15, 2050

1.00%

2.40%

4.500% Notes due 2057

1.625% due November 15, 2050

1.00%

2.40%

4.000% Notes due 2055

1.625% due November 15, 2050

1.00%

2.40%

Total Exchange Consideration and Exchange Consideration
Upon the terms and subject to the conditions set forth in this prospectus:
If you validly tender Existing Notes prior to the Early Exchange Time and do not validly withdraw such
tendered Existing Notes prior to the Expiration Time, and such Existing Notes are accepted by us, you wil
receive, for each $1,000 principal amount of Existing Notes tendered and accepted, a combination of a
principal amount of New Notes and cash with an aggregate value equal to the Total Exchange Consideration
as fol ows:

(i) an aggregate principal amount of New Notes equal to (a) the Total Exchange Consideration for such Existing
Notes minus (b) the Cash Component (as defined below); and

(i ) a cash payment equal to the Cash Component.

i

Table of Contents
If you validly tender Existing Notes after the Early Exchange Time, but prior to the Expiration Time, and
such Existing Notes are accepted by us, you wil receive, for each $1,000 principal amount of Existing Notes
tendered and accepted, a combination of a principal amount of New Notes and cash with an aggregate value
equal to the Exchange Consideration as fol ows:

(i) an aggregate principal amount of New Notes equal to (a) the Total Exchange Consideration for such Existing
Notes minus (b) the Cash Component minus (c) the Early Exchange Premium; and

(i ) a cash payment equal to the Cash Component.
In addition to the Total Exchange Consideration or Exchange Consideration, as applicable, holders with Existing Notes
that are accepted for exchange wil receive a cash payment representing (i) al or a portion of the accrued and unpaid
interest to, but not including, the Settlement Date and (i ) amounts due in lieu of any fractional amounts of New Notes, in
each case, as described herein. As DTC (as defined below) is the record holder of the Existing Notes, al holders of any
Existing Notes wil also receive any applicable accrued and unpaid interest on those Existing Notes in accordance with DTC
procedures, regardless of the record dates with respect to each series of Existing Notes.
The "Pricing Time" was 10:00 a.m., New York City time, on March 2, 2021.
The "Total Exchange Consideration" (calculated at the Pricing Time and in accordance with the formula set forth in
Annex A to this prospectus) for the Existing Notes validly tendered prior to the Early Exchange Time, and not validly
withdrawn prior to the Expiration Time, is equal to the discounted value on the Settlement Date of the remaining payments
of principal and interest per $1,000 principal amount of the Existing Notes through the applicable maturity date or par cal
date (as applicable) of the Existing Notes, using a yield (the "Exchange Offer Yield") equal to the sum of: (i) the bid-side
yield on the 30-year Reference UST Security set forth with respect to each series of Existing Notes on the front cover of this
prospectus plus (i ) the applicable fixed spread set forth with respect to each series of Existing Notes on the front cover of
this prospectus, minus accrued and unpaid interest on such series of Existing Notes to but not including the Settlement Date.
For the avoidance of doubt, the $30 per $1,000 Early Exchange Premium is included within the Total Exchange Consideration,
as calculated using the Fixed Spread over the 30-year Reference UST Security as described herein, and is not in addition to
the Total Exchange Consideration. Further, for the avoidance of doubt, for the Existing Notes that have par cal dates, if the
applicable Exchange Offer Yield as determined in accordance with this prospectus is less than the contractual annual rate of
interest, then such Total Consideration wil be calculated based on the par cal date; if the applicable Exchange Offer Yield as
determined in accordance with this prospectus is higher than or equal to the contractual annual rate of interest, then such
Total Consideration wil be calculated based on the maturity date.
The "Cash Component" is the portion of the Total Exchange Consideration to be paid to holders in cash and is equal to
(i) the applicable Cash Payment Percent of Premium for such series of Existing Notes multiplied by (i ) (a) the applicable
Total Exchange Consideration for such series of Existing Notes minus (b) $1,000.
The "Cash Payment Percent of Premium" is the percent (as set forth with respect to each series of Existing Notes on the
front cover of this prospectus) of the amount by which the Total Exchange Consideration (as calculated at the Pricing Time
and in accordance with the formula set forth in Annex A to this prospectus) exceeds $1,000 per $1,000 principal amount of
such Existing Notes.
The "Exchange Consideration" for the Existing Notes validly tendered after the Early Exchange Time but prior to the
Expiration Time is equal to the Total Exchange Consideration minus the applicable Early Exchange Premium.

i i

Table of Contents
See "Description of the Exchange Offers--Total Exchange Consideration and Exchange Consideration."
Early Exchange Premium
To encourage holders of Existing Notes to tender prior to the Early Exchange Time, the Total Exchange Consideration
includes an Early Exchange Premium of $30 principal amount of New 2052 Notes or $30 principal amount of New 2062
Notes, as applicable, for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn (the
"Early Exchange Premium"). Only holders who validly tender their Existing Notes prior to the Early Exchange Time (and who
do not validly withdraw prior to the Expiration Time), and whose tenders are accepted for exchange pursuant to the
Exchange Offers, wil receive the Early Exchange Premium.
Upon the terms and subject to the conditions set forth in this prospectus, holders who validly tender their Existing
Notes after the Early Exchange Time but prior to the Expiration Time, and whose tenders are accepted for exchange by us,
wil receive only the Exchange Consideration, which does not include the Early Exchange Premium.
The "Early Exchange Time" is 5:00 p.m., New York City time, on March 1, 2021. The "Expiration Time" is 11:59 p.m.,
New York City time, on March 15, 2021, unless extended, in which case the Expiration Time wil be such time and date to
which the Expiration Time is extended.
See "Description of the Exchange Offers--Total Exchange Consideration and Exchange Consideration--Early Exchange
Premium."

iv

Table of Contents
TABLE OF CONTENTS

Page
About this Prospectus
v
Incorporation of Certain Information by Reference
v
Forward-Looking Statements
vi
Prospectus Summary
1
Risk Factors
13
Use of Proceeds
16
Description of the Exchange Offers
17
Description of the New Notes
33
Certain U.S. Federal Income Tax Considerations
45
Notices to Certain Non-U.S. Holders
55
Validity of the New Notes
59
Experts
59
Where You Can Find More Information
60
Annex A--Formula to Determine the Total Exchange Consideration and Exchange Consideration
A-1
Annex B--Final Pricing Terms of the Exchange Offers
B-1

ABOUT THIS PROSPECTUS
As used in this prospectus, unless otherwise stated or the context otherwise requires, "we," "us," the "Company,"
"our," or "Microsoft" means Microsoft Corporation and its consolidated subsidiaries. However, in the "Description of the New
Notes" and related summary sections of this prospectus, references to "we," "us" and "our" are to Microsoft Corporation
(parent company only) and not to any of its subsidiaries. References herein to "$" are to the lawful currency of the United
States.
No person is authorized to give any information or to make any representations other than those contained or
incorporated by reference in this prospectus. We and the Dealer Managers take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sel or
the solicitation of an offer to buy any securities in any jurisdiction where the offer or sale is unlawful. You should not assume
that the information we have included in this prospectus is accurate as of any date other than the date of this prospectus or
that any information we have incorporated by reference is accurate as of any date other than the date of the document
incorporated by reference. Our business, financial condition, results of operations, and prospects may have changed since
those dates.
This prospectus is part of a registration statement that we have filed with the SEC. Before making any decision on the
Exchange Offers, you should read this prospectus and any prospectus supplement, together with the documents incorporated
by reference in this prospectus, the registration statement, the exhibits thereto and the additional information described
under the heading "Where You Can Find More Information."
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC al ows us to incorporate by reference information into this 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 from the date we file that document. Any reports filed by us with the SEC after the date of this
prospectus wil automatical y update and, where applicable, supersede any information contained or incorporated by
reference in this prospectus.

v

Table of Contents
We incorporate by reference in this 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, 2020;

· the information specifical y incorporated by reference into our Annual Report on Form 10-K for the fiscal year
ended June 30, 2020 from our Definitive Proxy Statement on Schedule 14A filed on October 19, 2020;

· our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2020 and December 31,
2020;

· our Current Reports on Form 8-K filed on July 1, 2020, July 7, 2020, December 4, 2020, February 16, 2021 and
March 2, 2021; 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 (the "Exchange Act"), on or after the date of this prospectus.
To obtain copies of these filings, see information described under the heading "Where You Can Find More Information" in
this prospectus.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, any prospectus supplement and the documents incorporated by reference herein,
other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-
looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements general y are
identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity,"
"plan," "may," "should," "wil ," "would," "wil be," "wil continue," "wil likely result," and similar expressions. Forward-
looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may
cause actual results to differ material y from the forward-looking statements. We undertake no obligation to update or revise
publicly any forward-looking statements, whether because of new information, future events, or otherwise. Actual results
could differ material y because of, among others, the fol owing factors:

· intense competition in al of our markets that may lead to lower revenue or operating margins;

· increasing focus on cloud-based services presenting execution and competitive risks;

· significant investments in products and services that may not achieve expected returns;

· acquisitions, joint ventures, and strategic al iances that may have an adverse effect on our business;

· impairment of goodwil or amortizable intangible assets causing a significant charge to earnings;

· cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or
harm to our reputation or competitive position;

· disclosure and misuse of personal data that could cause liability and harm to our reputation;

· the possibility that we may not be able to protect information stored in our products and services from use by
others;

vi