Obligation Microsofta 4.5% ( US594918CB81 ) en USD

Microsofta

100 % ▲

Etas-Unis

US594918CB81 ( en USD )

4.5% par an ( paiement semestriel )

05/02/2057

Prospectus brochure de l'obligation Microsoft US594918CB81 en USD 4.5%, échéance 05/02/2057

2 000 USD

2 000 000 000 USD

594918CB8

AAA ( Première qualité )

Aaa ( Première qualité )

06/08/2025 ( Dans 19 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 US594918CB81, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/02/2057

L'Obligation émise par Microsofta ( Etas-Unis ) , en USD, avec le code ISIN US594918CB81, 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 US594918CB81, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-207652
Calculation of Registration Fee

Maximum
Maximum
Title of Each Class of
Amount To Be
Offering Price Per
Aggregate Offering
Amount of
Securities To Be Registered

Registered

Unit

Price
Registration Fee (1)
1.850% Notes due 2020

$1,500,000,000
99.933%
$1,498,995,000
$173,733.52
2.400% Notes due 2022

$1,750,000,000
99.785%
$1,746,237,500
$202,388.93
2.875% Notes due 2024

$2,250,000,000
99.272%
$2,233,620,000
$258,876.56
3.300% Notes due 2027

$4,000,000,000
99.645%
$3,985,800,000
$461,954.22
4.100% Notes due 2037

$2,500,000,000
99.783%
$2,494,575,000
$289,121.24
4.250% Notes due 2047

$3,000,000,000
99.731%
$2,991,930,000
$346,764.69
4.500% Notes due 2057

$2,000,000,000
99.705%
$1,994,100,000
$231,116.19
Total
$17,000,000,000
$16,945,257,500
$1,963,955.35

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated October 29, 2015)

$17,000,000,000
Microsoft Corporation
$1,500,000,000 1.850% Notes due 2020
$1,750,000,000 2.400% Notes due 2022
$2,250,000,000 2.875% Notes due 2024
$4,000,000,000 3.300% Notes due 2027
$2,500,000,000 4.100% Notes due 2037
$3,000,000,000 4.250% Notes due 2047
$2,000,000,000 4.500% Notes due 2057

We are offering $1,500,000,000 aggregate principal amount of 1.850% Notes due 2020 (the "2020 Notes"), $1,750,000,000 aggregate principal amount of 2.400%
Notes due 2022 (the "2022 Notes"), $2,250,000,000 aggregate principal amount of 2.875% Notes due 2024 (the "2024 Notes"), $4,000,000,000 aggregate principal amount
of 3.300% Notes due 2027 (the "2027 Notes"), $2,5000,000,000 aggregate principal amount of 4.100% Notes due 2037 (the "2037 Notes"), $3,000,000,000 aggregate
principal amount of 4.250% Notes due 2047 (the "2047 Notes") and $2,000,000,000 aggregate principal amount of 4.500% Notes due 2057 (the "2057 Notes" and,
together with the 2020 Notes, the 2022 Notes, the 2024 Notes, the 2027 Notes, the 2037 Notes and the 2047 Notes, the "notes").
Interest on the notes will accrue from February 6, 2017. We will pay interest on the notes semi-annually in arrears on February 6 and August 6 of each year,
beginning on August 6, 2017.
The 2020 Notes will mature on February 6, 2020, the 2022 Notes will mature on February 6, 2022, the 2024 Notes will mature on February 6, 2024, the 2027 Notes
will mature on February 6, 2027, the 2037 Notes will mature on February 6, 2037, the 2047 Notes will mature on February 6, 2047 and the 2057 Notes will mature
on February 6, 2057.
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 February 6, 2020 (in the case of
the 2020 Notes), January 6, 2022 (in the case of the 2022 Notes), December 6, 2023 (in the case of the 2024 Notes), November 6, 2026 (in the case of the 2027
Notes), August 6, 2036 (in the case of the 2037 Notes), August 6, 2046 (in the case of the 2047 Notes) and August 6, 2056 (in the case of the 2057 Notes) at the
applicable make-whole price set forth in this prospectus supplement, plus, in each case, accrued and unpaid interest to the date of redemption. We will also have the right
at our option to redeem the 2022 Notes, the 2024 Notes, the 2027 Notes, the 2037 Notes, the 2047 Notes and the 2057 Notes, in whole or in part, at any time on or
after January 6, 2022 (in the case of the 2022 Notes), December 6, 2023 (in the case of the 2024 Notes), November 6, 2026 (in the case of the 2027 Notes), August 6,
2036 (in the case of the 2037 Notes), August 6, 2046 (in the case of the 2047 Notes) and August 6, 2056 (in the case of the 2057 Notes) at the redemption price of 100%
of the principal amount of the notes to be redeemed, plus, in each case, accrued and unpaid interest to the date of redemption. See "Description of the Notes--Optional
Redemption."
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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-6 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 2020 Note

99.933%

0.150%

99.783%
Total

$1,498,995,000
$ 2,250,000
$1,496,745,000
Per 2022 Note

99.785%

0.300%

99.485%
Total

$1,746,237,500
$ 5,250,000
$1,740,987,500
Per 2024 Note

99.272%

0.350%

98.922%
Total

$2,233,620,000
$ 7,875,000
$2,225,745,000
Per 2027 Note

99.645%

0.400%

99.245%
Total

$3,985,800,000
$16,000,000
$3,969,800,000
Per 2037 Note

99.783%

0.750%

99.033%
Total

$2,494,575,000
$18,750,000
$2,475,825,000
Per 2047 Note

99.731%

0.750%

98.981%
Total

$2,991,930,000
$22,500,000
$2,969,430,000
Per 2057 Note

99.705%

0.750%

98.955%
Total

$1,994,100,000
$15,000,000
$1,979,100,000

(1) Plus accrued interest, if any, from February 6, 2017.
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 are no public trading markets 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
Clearstream Banking, société anonyme, and Euroclear Bank SA/NV on or about February 6, 2017, which is the fifth business day following the date of this prospectus
supplement.

Joint Book-Running Managers

Barclays

HSBC
BofA Merrill Lynch

Citigroup

Credit Suisse

Goldman, Sachs & Co.
J.P. Morgan

Morgan Stanley

US Bancorp
BNP PARIBAS

BNY Mellon Capital Markets, LLC

Co-Managers
Academy Securities

Blaylock Beal Van, LLC

CAVU Securities, LLC

C.L. King & Associates
Drexel Hamilton

Mischler Financial Group, Inc.

Ramirez & Co., Inc.

Siebert Cisneros Shank & Co., L.L.C.
The date of this prospectus supplement is January 30, 2017
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-i
Incorporation by Reference
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-7
Capitalization
S-8
Ratio of Earnings to Fixed Charges
S-9
Description of the Notes
S-10
Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders
S-15
Underwriting
S-18
Legal Matters
S-23
Experts
S-23
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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 October 29, 2015, 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.

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Table of Contents
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" 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. References herein to "$" are to the
lawful currency of the United States, references to "" and "euro" are to the single currency introduced at the third stage of the European Monetary
Union pursuant to the Treaty establishing the European Community, as amended.
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
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rather than filed in accordance with SEC rules:

·
our Annual Report on Form 10-K for the fiscal year ended June 30, 2016;

·
the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended June 30, 2016

from our Definitive Proxy Statement on Schedule 14A filed on October 18, 2016;

·
our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2016 and December 31, 2016;

·
our Current Reports on Form 8-K filed on July 5, 2016, July 7, 2016, August 5, 2016, September 22, 2016, December 1, 2016 and

December 8, 2016; 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.

S-ii
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
herein.
Microsoft Corporation
Our vision
Microsoft is a technology company whose mission is to empower every person and every organization on the planet to achieve more.
Our strategy is to build best-in-class platforms and productivity services for a mobile- first, cloud-first world.
The mobile-first, cloud-first world is transforming the way individuals and organizations use and interact with technology. Mobility is
not focused on any one device; it is centered on the mobility of experiences that, in turn, are orchestrated by the cloud. Cloud computing and
storage solutions provide people and enterprises with various capabilities to store and process their data in third-party datacenters. Mobility
encompasses the rich collection of data, applications, and services that accompany our customers as they move from setting to setting in their
lives. We are transforming our businesses to enable Microsoft to lead the direction of this digital transformation, and enable our customers and
partners to thrive in this evolving world.
What we offer
Founded in 1975, we operate worldwide in over 190 countries. We develop, license, and support a wide range of software products,
services, and devices that deliver new opportunities, greater convenience, and enhanced value to people's lives.
Our products include operating systems; cross-device productivity applications; server applications; business solution applications;
desktop and server management tools; software development tools; video games; and training and certification of computer system integrators
and developers. We also design, manufacture, and sell devices, including PCs, tablets, gaming and entertainment consoles, phones, other
intelligent devices, and related accessories, that integrate with our cloud-based offerings. We offer an array of services, including cloud- based
solutions that provide customers with software, services, platforms, and content, and we provide solution support and consulting services. We
also deliver relevant online advertising to a global audience.
The ambitions that drive us
To carry out our strategy, our research and development efforts focus on three interconnected ambitions:

·
Reinvent productivity and business processes.

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·
Build the intelligent cloud platform.

·
Create more personal computing.
Reinvent productivity and business processes
We believe we can significantly enhance the lives of our customers using our broad portfolio of productivity, communication, and
information services that span devices and platforms. Productivity will be the

S-1
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first and foremost objective, to enable people to meet and collaborate more easily, and to effectively express ideas in new ways. We invent
new scenarios that in turn create opportunity for our partners and help businesses accelerate their transformation while respecting each
person's privacy choices. The foundation for these efforts will rest on advancing our leading productivity, collaboration, communication, and
business process tools including Word, Excel, PowerPoint, Outlook, OneNote, OneDrive, Skype, and Microsoft Dynamics ("Dynamics").
With Office 365, we provide these familiar industry-leading productivity and business process tools as cloud services, enabling access from
anywhere and any device. This creates an opportunity to reach new customers and expand the usage of our services by our existing customers.
We see opportunity in combining our offerings in new ways that are mobile, collaborative, intelligent and trustworthy. We offer our services
across platforms and devices outside our own. As people move from device to device, so will their content and the richness of their services.
We engineer our applications so users can find, try, and buy them in friction-free ways.
Build the intelligent cloud platform
In deploying technology that advances business strategy, enterprises decide what solutions will make employees more productive,
collaborative, and satisfied, and connect with customers in new and compelling ways. They work to unlock business insights from a world of
data. To achieve these objectives, increasingly businesses look to leverage the benefits of the cloud. Helping businesses move to the cloud is
one of our largest opportunities, and we believe we work from a position of strength. Microsoft is one of two leaders in the market.
The shift to the cloud is driven by three important economies of scale: larger datacenters can deploy computational resources at
significantly lower cost per unit than smaller ones; larger datacenters can coordinate and aggregate diverse customer, geographic, and
application demand patterns, improving the utilization of computing, storage, and network resources; and multi-tenancy lowers application
maintenance labor costs for large public clouds. As one of the largest providers of cloud computing at scale, we are well-positioned to help
businesses move to the cloud and focus on innovation while leaving non-differentiating activities to reliable and cost-effective providers like
Microsoft.
We believe our server products and cloud services, which include Microsoft SQL Server ("SQL Server"), Windows Server, Visual
Studio, System Center, and Microsoft Azure ("Azure"), make us the only company with a public, private, and hybrid cloud platform that can
power modern business. With Azure, we are one of very few cloud vendors that run at a scale that meets the needs of businesses of all sizes
and complexities. We are working to enhance the return on IT investment by enabling enterprises to combine their existing datacenters and
our public cloud into a single cohesive infrastructure. Businesses can deploy applications in their own datacenter, a partner's datacenter, or in
our datacenters with common security, management, and administration across all environments, with the flexibility and scale they want.
We enable organizations to securely adopt software-as-a-service applications, both our own and third-party, and integrate them with
their existing security and management infrastructure. We continue to innovate with higher-level services including identity and directory
services that manage employee corporate identity and manage and secure corporate information accessed and stored across a growing number
of devices, rich data storage and analytics services, machine learning services, media services, web and mobile backend services, and
developer productivity services. To foster a rich developer ecosystem, our platform is extensible, enabling customers and partners to further
customize and enhance our solutions, achieving even more value. This strategy requires continuing investment in datacenters and other
infrastructure to support our services.
Create more personal computing
We strive to make computing more personal by putting users at the core of the experience, enabling them to interact with technology in
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more intuitive, engaging, and dynamic ways. A computing device should be not just a

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tool, but a partner. Windows 10 is the cornerstone of our ambition to usher in this era of more personal computing. We consider the launch of
Windows 10 in July 2015 to be a critical, transformative moment as we moved from an operating system that runs on a PC to a service that
can power the full spectrum of devices. We developed Windows 10 not only to be familiar to our users, but more safe, secure, and always
up-to-date. Windows 10 is more personal and productive with functionality such as Cortana, Windows Hello, Windows Ink, Microsoft Edge,
and universal applications. Windows 10 is designed to foster innovation--from us, our partners, and developers--through rich and consistent
experiences across the range of existing devices and into entirely new device categories.
Our ambition for Windows 10 is to broaden our economic opportunity through three key levers: an original equipment manufacturer
("OEM") ecosystem that creates exciting new hardware designs for Windows 10; our own commitment to the health and profitability of our
first-party premium device portfolio; and monetization opportunities such as services, subscriptions, gaming, and search advertising. Our OEM
partners are investing in an extensive portfolio of hardware designs and configurations for Windows 10. We now have the widest range of
Windows hardware ever available.
With the unified Windows operating system, developers and OEMs can contribute to a thriving Windows ecosystem. We invest heavily
to make Windows the most secure, manageable, and capable operating system for the needs of a modern workforce. We are working to create
a broad developer opportunity by unifying the installed base to Windows 10 through upgrades and ongoing updates, and by enabling universal
Windows applications to run across all device targets. As part of our strategic objectives, we are committed to designing and marketing first-
party devices to help drive innovation, create new categories, and stimulate demand in the Windows ecosystem. We are developing new
input/output methods within Windows 10, including speech, pen, gesture, and augmented reality holograms to power more personal
computing experiences.
Our future opportunity
There are several distinct areas of technology that we aim to drive forward. Our goal is to lead the industry in these areas over the long-
term, which we expect will translate to sustained growth. We are investing significant resources in:

·
Delivering new productivity and business processes to improve how people communicate, collaborate, learn, work, play, and

interact with one another.

·
Building and running cloud-based services in ways that unleash new experiences and opportunities for businesses and individuals.

·
Establishing the Windows platform across servers and devices, both our own and third-party, and the cloud to drive a thriving

ecosystem of developers, unify the cross-device user experience, and increase agility when bringing new advances to market.

·
Developing new devices that have increasingly natural ways to interact with them, including speech, pen, gesture, and augmented

reality holograms.

·
Applying machine learning to make technology more intuitive and able to act on our behalf to understand and interpret our needs

using natural methods of communication.
We believe the breadth of our products and services portfolio, our large global partner and customer base, our growing ecosystem, and
our ongoing investment in innovation position us to be a leader in these areas and differentiate ourselves from competitors.

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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
$1,500,000,000 aggregate principal amount of 2020 Notes;

$1,750,000,000 aggregate principal amount of 2022 Notes;

$2,250,000,000 aggregate principal amount of 2024 Notes;

$4,000,000,000 aggregate principal amount of 2027 Notes;

$2,500,000,000 aggregate principal amount of 2037 Notes;

$3,000,000,000 aggregate principal amount of 2047 Notes; and

$2,000,000,000 aggregate principal amount of 2057 Notes.

Original issue date
February 6, 2017.

Maturity date
February 6, 2020 for the 2020 Notes;

February 6, 2022 for the 2022 Notes;

February 6, 2024 for the 2024 Notes;

February 6, 2027 for the 2027 Notes;

February 6, 2037 for the 2037 Notes;

February 6, 2047 for the 2047 Notes; and

February 6, 2057 for the 2057 Notes.

Interest rate
1.850% per annum for the 2020 Notes;

2.400% per annum for the 2022 Notes;

2.875% per annum for the 2024 Notes;

3.300% per annum for the 2027 Notes;

4.100% per annum for the 2037 Notes;

4.250% per annum for the 2047 Notes; and

4.500% per annum for the 2057 Notes.

Interest payment dates
Interest on the notes will be paid semi-annually in arrears on February 6 and August 6 of
each year, beginning on August 6, 2017, and on the maturity date of each such series of
notes.
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S-4
Table of Contents
Optional redemption
We will have the right at our option to redeem the notes of any series of notes, in whole
or in part, at any time or from time to time prior to February 6, 2020 (in the case of the
2020 Notes), January 6, 2022 (in the case of the 2022 Notes), December 6, 2023 (in the
case of the 2024 Notes), November 6, 2026 (in the case of the 2027 Notes), August 6,
2036 (in the case of the 2037 Notes), August 6, 2046 (in the case of the 2047 Notes)
and August 6, 2056 (in the case of the 2057 Notes) at the applicable make-whole price
set forth in this prospectus supplement, plus, in each case, accrued and unpaid interest to
the date of redemption. We will also have the right at our option to redeem the 2022
Notes, the 2024 Notes, the 2027 Notes, the 2037 Notes, the 2047 Notes and the 2057
Notes, in whole or in part, at any time on or after January 6, 2022 (in the case of the
2022 Notes), December 6, 2023 (in the case of the 2024 Notes), November 6, 2026 (in
the case of the 2027 Notes), August 6, 2036 (in the case of the 2037 Notes), August 6,
2046 (in the case of the 2047 Notes) and August 6, 2056 (in the case of the 2057 Notes)
at the redemption price of 100% of the principal amount of the notes to be redeemed,
plus, in each case, 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.

Form and denomination
The notes of each series 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.

S-5
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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, 2016 and our Quarterly Reports on Form 10-Q
for the quarterly periods ended September 30, 2016 and December 31, 2016, 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.

S-6
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, among other things, funding for
working capital, capital expenditures, repurchases of our capital stock, acquisitions and repayment of our existing debt.

S-7
Table of Contents
CAPITALIZATION
The following sets forth our capitalization on a consolidated basis as of December 31, 2016. We have presented our capitalization on both an
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424B2
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 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 quarterly period ended December 31, 2016, which is
incorporated by reference in this prospectus supplement. See "Where You Can Find More Information" in the accompanying prospectus.

As of December 31, 2016

Actual
As Adjusted

(unaudited) (in millions)

Long-term debt (including current portion):

0.875% Notes due 2017

$
600
$
600
1.000% Notes due 2018

450

450
1.300% Notes due 2018

1,750

1,750
1.625% Notes due 2018

1,250

1,250
4.200% Notes due 2019

1,000

1,000
1.100% Notes due 2019

2,500

2,500
0.500% Notes due 2019

18

18
1.850% Notes due 2020

1,500

1,500
3.000% Notes due 2020

1,000

1,000
2.000% Notes due 2020

2,250

2,250
4.000% Notes due 2021

500

500
1.550% Notes due 2021

2,750

2,750
2.125% Notes due 2021 (1)

1,846

1,846
2.375% Notes due 2022

1,500

1,500
2.650% Notes due 2022

1,000

1,000
2.125% Notes due 2022

750

750
2.375% Notes due 2023

1,000

1,000
2.000% Notes due 2023

1,500

1,500
3.625% Notes due 2023

1,500

1,500
2.700% Notes due 2025

2,250

2,250
3.125% Notes due 2025

3,000

3,000
2.400% Notes due 2026

4,000

4,000
3.125% Notes due 2028 (2)

1,846

1,846
2.625% Notes due 2033 (3)

580

580
3.500% Notes due 2035

1,500

1,500
4.200% Notes due 2035

1,000

1,000
3.450% Notes due 2036

2,250

2,250
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
4.875% Notes due 2043

500

500
3.750% Notes due 2045

1,750

1,750
4.450% Notes due 2045

3,000

3,000
3.700% Notes due 2046

4,500

4,500
4.000% Notes due 2055

2,250

2,250
4.750% Notes due 2055

1,000

1,000
3.950% Notes due 2056

2,250

2,250
1.850% Notes due 2020 offered hereby

--

1,500
2.400% Notes due 2022 offered hereby

--

1,750
2.875% Notes due 2024 offered hereby

--

2,250
3.300% Notes due 2027 offered hereby

--

4,000
4.100% Notes due 2037 offered hereby

--

2,500
4.250% Notes due 2047 offered hereby

--

3,000
4.500% Notes due 2057 offered hereby

--

2,000
Combined aggregate unamortized discount and debt issuance costs

(585)

(741)

Total debt

59,905

76,749
Total stockholders' equity

68,809

68,809

Total capitalization

$128,714
$
145,558

(1) Represents 1,750 million principal amount (using the exchange rate of 1.00 = $1.05475 in effect on December 31, 2016).
(2) Represents 1,750 million principal amount (using the exchange rate of 1.00 = $1.05475 in effect on December 31, 2016).
(3) Represents 550 million principal amount (using the exchange rate of 1.00 = $1.05475 in effect on December 31, 2016).

S-8
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Document Outline

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