Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-278958
PROSPECTUS
MICROSOFT CORPORATION
OFFERS TO EXCHANGE THE NOTES SET FORTH BELOW
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
ANY AND ALL
OUTSTANDING RESTRICTED NOTES
SET FORTH OPPOSITE THE CORRESPONDING REGISTERED NOTES
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|
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REGISTERED NOTES |
|
RESTRICTED NOTES |
$762,661,000 3.400% Notes due 2026 (CUSIP No. 594918CN2) |
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$762,661,000 3.400% Notes due 2026 (CUSIP Nos. 594918CG7 and U59340AH9) |
$354,793,000 3.400% Notes due 2027 (CUSIP No. 594918CQ5) |
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$354,793,000 3.400% Notes due 2027 (CUSIP Nos. 594918CH5 and U59340AJ5) |
$448,585,000 1.350% Notes due 2030 (CUSIP No. 594918CS1) |
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$448,585,000 1.350% Notes due 2030 (CUSIP Nos. 594918CJ1 and U59340AK2) |
$394,262,000 4.500% Notes due 2047 (CUSIP No. 594918CU6) |
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$394,262,000 4.500% Notes due 2047 (CUSIP Nos. 594918CK8 and U59340AL0) |
$1,440,382,000 2.500% Notes due 2050 (CUSIP No. 594918CW2) |
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$1,440,382,000 2.500% Notes due 2050 (CUSIP Nos. 594918CL6 and U59340AM8) |
Principal Terms of the Exchange Offers
These are offers (the exchange offers) by Microsoft Corporation, a Washington corporation (Microsoft, the
Company, we, us, our, the Issuer or the Registrant), to exchange all outstanding unregistered Restricted Notes (as defined below) for
an equal principal amount of the respective series of the Companys 3.400% Notes due 2026 (the Registered 2026 Notes), 3.400% Notes due 2027 (the Registered 2027 Notes), 1.350% Notes due 2030 (the
Registered 2030 Notes), 4.500% Notes due 2047 (the Registered 2047 Notes) and 2.500% Notes due 2050 (the Registered 2050 Notes) (the Registered 2026 Notes, the Registered 2027 Notes, the
Registered 2030 Notes, the Registered 2047 Notes and the Registered 2050 Notes, collectively, the Registered Notes), the offers of which have been registered under the Securities Act of 1933, as amended (the Securities
Act).
The Company issued the unregistered 3.400% Notes due 2026 (CUSIP Nos. 594918CG7 and U59340AH9) (the Restricted
2026 Notes), 3.400% Notes due 2027 (CUSIP Nos. 594918CH5 and U59340AJ5) (the Restricted 2027 Notes), 1.350% Notes due 2030 (CUSIP Nos. 594918CJ1 and U59340AK2) (the Restricted 2030 Notes), 4.500% Notes
due 2047 (CUSIP Nos. 594918CK8 and U59340AL0) (the Restricted 2047 Notes) and 2.500% Notes due 2050 (CUSIP Nos. 594918CL6 and U59340AM8) (the Restricted 2050 Notes) (the Restricted 2026 Notes, the Restricted
2027 Notes, the Restricted 2030 Notes, the Restricted 2047 Notes and the Restricted 2050 Notes, collectively, the Restricted Notes) on November 6, 2023 and November 16, 2023, in private offers pursuant to which such
Restricted Notes were exchanged for notes of the Companys subsidiary, Activision Blizzard, Inc. (Activision Blizzard).
Each of the exchange offers will expire at 5:00 p.m., New York City time, on June 4, 2024, unless the Company extends one or more offers.
You may withdraw tenders of Restricted Notes at any time prior to the expiration of the relevant exchange offer. The exchange offers are not subject to any condition other than that they will not violate applicable law or interpretations of the
staff of the Securities and Exchange Commission (the SEC) and that no proceedings with respect to the exchange offers have been instituted or threatened in any court or by any governmental agency. The exchange offers are not
conditioned upon any minimum aggregate principal amount of Restricted Notes being tendered for exchange. None of the exchange offers is conditioned on the consummation of any of the other exchange offers.
Principal Terms of the Registered Notes
The
terms of the Registered Notes to be issued in the exchange offers are substantially identical in all material respects to the terms of the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with the Registration Rights Agreement (as defined herein). Each series of Registered Notes and the corresponding series of Restricted Notes that are not exchanged in the applicable exchange
offer will be treated as a single series of debt securities under the Indenture (as defined below), pursuant to which each series of Restricted Notes were, and the corresponding series of Registered Notes will be, issued, along with any additional
notes of any applicable series issued pursuant to the Indenture.
The Registered Notes are new securities, and there is currently no
established trading market for the Registered Notes. The Company does not intend to list the Registered Notes on any securities exchange or to apply for quotation in any automated dealer quotation system, and, therefore, no active public market is
anticipated.
The Registered Notes will be Microsofts senior unsecured obligations, will rank equally with Microsofts other
unsecured and unsubordinated debt from time to time outstanding and will be (1) structurally subordinated to all indebtedness and obligations of Microsofts subsidiaries, including the outstanding senior notes issued by Activision Blizzard
that were not exchanged for Restricted Notes in the Activision Blizzard Exchange Offer (as defined below) and any other indebtedness and liabilities of Microsofts subsidiaries and (2) effectively subordinated to all existing and future
senior indebtedness secured by liens up to the extent of the value of the collateral securing such indebtedness.
You should
carefully consider the risk factors beginning on page 9 of this prospectus before participating in the exchange offers.
Each broker-dealer that receives Registered Notes for its own account pursuant to the exchange offers will be deemed to acknowledge that it
will deliver a prospectus in connection with any resale of such Registered Notes and by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the
Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection
with resales of Registered Notes received in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. The Company has agreed that, for a period of up to 180 days after the
expiration date of the applicable exchange offer, if requested by one or more such broker-dealers, the Company will amend or supplement this prospectus in order to expedite or facilitate the disposition of any Registered Notes by any such
broker-dealers. See Plan of Distribution.
None of the SEC, any state securities commission or other
regulatory agency has approved or disapproved of the Registered Notes or the exchange offers or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 6, 2024.