Obligation Microsofta 3.625% ( US594918AW47 ) en USD

Microsofta

100 % ▲

Etas-Unis

US594918AW47 ( en USD )

3.625% par an ( paiement semestriel )

14/12/2023 - Obligation échue

Prospectus brochure de l'obligation Microsoft US594918AW47 en USD 3.625%, échue

2 000 USD

1 500 000 000 USD

594918AW4

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 ( Etas-Unis ) , en USD, avec le code ISIN US594918AW47, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2023

L'Obligation émise par Microsofta ( Etas-Unis ) , en USD, avec le code ISIN US594918AW47, 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 US594918AW47, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
1.625% Notes due 2018

$1,250,000,000

99.423%

$1,242,787,500

$160,071
3.625% Notes due 2023

$1,500,000,000

99.508%

$1,492,620,000

$192,250
4.875% Notes due 2043

$500,000,000

99.654%

$498,270,000

$64,177

(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 $416,498.
(2)
Paid herewith.

Prospectus Supplement
(To Prospectus dated November 2, 2012)

$3,250,000,000
$1,250,000,000 1.625% Notes due 2018
$1,500,000,000 3.625% Notes due 2023
$500,000,000 4.875% Notes due 2043
We are offering $1,250,000,000 aggregate principal amount of 1.625% Notes due 2018 (the "2018 Notes"),
$1,500,000,000 aggregate principal amount of 3.625% Notes due 2023 (the "2023 Notes") and $500,000,000 aggregate principal
amount of 4.875% Notes due 2043 (the "2043 Notes" and, together with the 2018 Notes and the 2023 Notes, the "notes"). The 2018
Notes will mature on December 6, 2018, the 2023 Notes will mature on December 15, 2023 and the 2043 Notes will mature on
December 15, 2043. Interest on the 2018 Notes will accrue from December 6, 2013 and be payable on June 6 and December 6 of
each year, commencing on June 6, 2014. Interest on the 2023 Notes and the 2043 Notes will accrue from December 6, 2013 and be
payable on June 15 and December 15 of each year, commencing on June 15, 2014.
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 December 6, 2018 (in the case of the 2018 Notes), September 15, 2023 (in the case of the 2023 Notes) and June 15, 2043 (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 September 15, 2023 (in the case of the 2023 Notes) and June 15, 2043 (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-4 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

99.423%

0.350%

99.073%
Total

$1,242,787,500
$ 4,375,000
$ 1,238,412,500
Per 2023 Note

99.508%

0.450%

99.058%
Total

$1,492,620,000
$ 6,750,000
$ 1,485,870,000
Per 2043 Note

99.654%

0.875%

98.779%
Total

$ 498,270,000
$ 4,375,000
$
493,895,000

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(1)
Plus accrued interest, if any, from December 6, 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 December 6, 2013.

Joint Book-Running Managers

Co-Managers

CAVU Securities, LLC
Lebenthal Capital Markets
Ramirez & Co., Inc.
The Williams Capital

Group, L.P.
The date of this prospectus supplement is December 3, 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-4

Use of Proceeds
S-5

Capitalization
S-5

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-12
Underwriting
S-15
Legal Matters
S-19
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.
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, 2013, as superseded by, to the extent set forth in,

our Current Report on Form 8-K filed on November 26, 2013 referred to below;

·
our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013;

·
our Current Reports on Form 8-K filed on July 3, 2013, July 11, 2013, August 23, 2013 (excluding Items 7.01 and 9.01
of the Current Report on Form 8-K furnished to the SEC on August 23, 2013), August 30, 2013, September 3,

2013, September 23, 2013, September 26, 2013 (excluding Items 7.01 and 9.01 of the Current Report on Form 8-K
furnished to the SEC on September 26, 2013), November 20, 2013 and November 26, 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 herein.
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 devices 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 devices, 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 computing devices, 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
devices including Surface RT and Surface Pro, the Xbox 360 gaming and entertainment console, Kinect for Xbox 360, Xbox 360
accessories, and Microsoft PC accessories.
We 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. Examples of cloud-based computing services we offer include
Microsoft Office 365, Microsoft Dynamics CRM Online, Windows Azure, Bing, Skype, Xbox LIVE, and Yammer. Cloud revenue
is earned primarily from usage fees, advertising, and subscriptions. We also provide consulting and product and solution support
services, and we train and certify computer system integrators and developers.
We conduct research and develop advanced technologies for future software, hardware, and services. We believe that
we will continue to grow and meet our customers' needs by delivering a family of devices and services for individuals and
businesses that empower people around the globe at home, at work, and on the go, for the activities they value most. We will
continue to create new opportunities for partners, increase customer satisfaction, and improve 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 herein.

Issuer
Microsoft Corporation.

Securities offered
$1,250,000,000 aggregate principal amount of 1.625% Notes due 2018;
$1,500,000,000 aggregate principal amount of 3.625% Notes due 2023; and
$500,000,000 aggregate principal amount of 4.875% Notes due 2043.

Original issue date
December 6, 2013.

Maturity date
December 6, 2018 for the 2018 Notes;
December 15, 2023 for the 2023 Notes; and
December 15, 2043 for the 2043 Notes.

Interest rate
1.625% per annum for the 2018 Notes;
3.625% per annum for the 2023 Notes; and
4.875% per annum for the 2043 Notes.

Interest payment dates
Interest on the 2018 Notes will be paid semi-annually in arrears on June 6 and December
6 of each year, commencing on June 6, 2014, and on the maturity date of the 2018 Notes.
Interest on the 2023 Notes and the 2043 Notes will be paid semi-annually in arrears on

June 15 and December 15 of each year, commencing on June 15, 2014, and on the
maturity date of each such 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 December 6, 2018 (in the case of the 2018
Notes), September 15, 2023 (in the case of the 2023 Notes) and June 15, 2043 (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 September 15, 2023 (in the case of the 2023 Notes) and June
15, 2043 (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 of any series ranking equally and ratably
with the notes of such series in all respects, including the same terms as to status,
redemption or otherwise.

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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
("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 markets. 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, 2013 and our
Quarterly Report on Form 10-Q for the quarter ended September 30, 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 September 30, 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 1,750 million of 2.125% Notes due 2021 and 1,750 million of 3.125% Notes due 2028, 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 September 30, 2013, which is incorporated by reference in this prospectus supplement. See "Where You Can Find More
Information" in the accompanying prospectus.

As of September 30, 2013

Actual
As Adjusted

(in millions)

Long-term debt (including current portion):

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

1.000% Notes due 2018

450

450

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

2.375% Notes due 2023

1,000

1,000

2.625% Notes due 2033 (1)

745

745

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

3.750% Notes due 2043

500

500

2.125% Notes due 2021 (2)

--

2,381

3.125% Notes due 2028 (2)

--

2,381

1.625% Notes due 2018 offered hereby

--

1,250

3.625% Notes due 2023 offered hereby

--

1,500

4.875% Notes due 2043 offered hereby

--

500

Unamortized debt discount

(63)

(107)

Total debt

14,632

22,600

Total stockholders' equity

81,641

81,641

Total capitalization

$
96,273
$
104,241

(footnotes on following page)

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(1) Represents 550 million principal amount (using the exchange rate of 1.00 = $1.35365 in effect on September 30, 2013).
(2)
We expect to issue 1,750 million of 2.125% Notes due 2021 and 1,750 million of 3.125% Notes due 2028 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 translated from euro using the exchange rate of 1.00 = $1.3606 on
November 29, 2013 as announced by the U.S. Federal Reserve Board.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of our earnings to fixed charges for the periods indicated.

Year Ended June 30,

Three Months Ended

September 30, 2013
2013
2012
2011
2010
2009
Ratio of earnings to fixed charges(1)

49x

57x
52x
81x
122x
226x
(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.

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