On January 30, 2017, Microsoft Corporation (the Company) entered
into an Underwriting Agreement (the Underwriting Agreement) with the several underwriters named therein, for which Barclays Capital Inc., HSBC Securities (USA) Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., BNP Paribas Securities Corp. and BNY Mellon Capital Markets,
LLC acted as representatives, for the issuance and sale by the Company of $1,500,000,000 aggregate principal amount of the Companys 1.850% Notes due 2020 (the 2020 Notes), $1,750,000,000 aggregate principal amount of the
Companys 2.400% Notes due 2022 (the 2022 Notes), $2,250,000,000 aggregate principal amount of the Companys 2.875% Notes due 2024 (the 2024 Notes), $4,000,000,000 aggregate principal amount of the Companys
3.300% Notes due 2027 (the 2027 Notes), $2,500,000,000 aggregate principal amount of the Companys 4.100% Notes due 2037 (the 2037 Notes), $3,000,000,000 aggregate principal amount of the Companys 4.250% Notes due
2047 (the 2047 Notes) and $2,000,000,000 aggregate principal amount of the Companys 4.500% Notes due 2057 (the 2057 Notes and, collectively with the 2020 Notes, the 2022 Notes, the 2024 Notes, the 2027 Notes, the 2037
Notes and the 2047 Notes, the Notes).
The Notes will be issued pursuant to an indenture, dated as of May 18, 2009 (the Base
Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended and supplemented by the Twelfth Supplemental Indenture thereto, to be dated as of February 6, 2017 (the Twelfth Supplemental
Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
The Base Indenture
is set forth as Exhibit 4.1 to the Companys Registration Statement on Form
S-3
(File No. 333-207652), filed with the Securities and Exchange Commission (the Commission) on
October 29, 2015, and is incorporated herein by reference.
In connection with the public offering of the Notes, the Company has filed with the
Commission a prospectus dated October 29, 2015 and a related prospectus supplement dated January 30, 2017 (Registration
No. 333-207652)
(the Prospectus Supplement), which relates to
the offer and sale of the Notes.
Interest on the Notes will be payable semi-annually in arrears on February 6 and August 6 of each year,
commencing on August 6, 2017, to holders of record on the preceding January 22 and July 22, as the case may be. 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.
The Company will have the option to redeem the Notes in certain circumstances described in the Prospectus Supplement.
The Notes will be the Companys senior unsecured obligations and will rank equally with the Companys other unsecured and unsubordinated debt
from time to time outstanding.
The foregoing descriptions of the Underwriting Agreement and the Twelfth Supplemental Indenture (including the forms
of the Notes) are qualified in their entirety by the terms of such agreements. Please refer to such agreements, each of which are incorporated herein by reference and attached hereto as Exhibits 1.1 and 4.1, respectively.