Filed Pursuant to Rule 433
Registration Statement No. 333-184717
Pricing Term Sheet
December 3, 2013
MICROSOFT CORPORATION
1.625% Notes due 2018
3.625% Notes due 2023
4.875% Notes due 2043
| Issuer: | Microsoft Corporation | |||
| Title of Securities: | 1.625% Notes due 2018 (the “2018 Notes”) 3.625% Notes due 2023 (the “2023 Notes”) 4.875% Notes due 2043 (the “2043 Notes” and, collectively with the 2018 Notes and the 2023 Notes, the “Notes”) | |||
| Aggregate Principal Amount Offered: | 2018 Notes: | $1,250,000,000 | ||
| 2023 Notes: | $1,500,000,000 | |||
| 2043 Notes: | $500,000,000 | |||
| Price to Public (Issue Price): | 2018 Notes: | 99.423% of principal amount | ||
| 2023 Notes: | 99.508% of principal amount | |||
| 2043 Notes: | 99.654% of principal amount | |||
| Maturity Date: | 2018 Notes: | December 6, 2018 | ||
| 2023 Notes: | December 15, 2023 | |||
| 2043 Notes: | December 15, 2043 | |||
| Coupon (Interest Rate): | 2018 Notes: | 1.625% per annum | ||
| 2023 Notes: | 3.625% per annum | |||
| 2043 Notes: | 4.875% per annum | |||
| Benchmark Treasury: | 2018 Notes: | UST 1.25% due November 30, 2018 | ||
| 2023 Notes: | UST 2.75% due November 15, 2023 | |||
| 2043 Notes: | UST 3.625% due August 15, 2043 | |||
| Spread to Benchmark Treasury: | 2018 Notes: | 0.35% (+35 basis points) | ||
| 2023 Notes: | 0.90% (+90 basis points) | |||
| 2043 Notes: | 1.05% (+105 basis points) | |||
| Benchmark Treasury Price and Yield: | 2018 Notes: | 99-09+ / 1.396% | ||
| 2023 Notes: | 99-22+ / 2.784% | |||
| 2043 Notes: | 96-02+ / 3.847% | |||
| Yield to Maturity: | 2018 Notes: | 1.746% | ||
| 2023 Notes: | 3.684% | |||
| 2043 Notes: | 4.897% | |||
| Interest Payment Dates: | 2018 Notes: Semi-annually on June 6 and December 6, beginning on June 6, 2014 2023 Notes: Semi-annually on June 15 and December 15, beginning on June 15, 2014 2043 Notes: Semi-annually on June 15 and December 15, beginning on June 15, 2014 | |||
| Interest Payment Record Dates: | 2018 Notes: May 22 and November 22 of each year 2023 Notes: June 1 and December 1 of each year 2043 Notes: June 1 and December 1 of each year | |||
| Optional Redemption: | 2018 Notes:
At any time prior to December 6, 2018 at T+7 basis points
2023 Notes:
At any time prior to September 15, 2023, at T+15 basis points
At any time on or after September 15, 2023, at a redemption price of 100% of the principal amount to be redeemed
2043 Notes:
At any time prior to June 15, 2043, at T+20 basis points
At any time on or after June 15, 2043, at a redemption price of 100% of the principal amount to be redeemed | |||
| Type of Offering: | SEC registered (No. 333-184717) | |||
| Net Proceeds to Issuer (before | 2018 Notes: | $1,242,787,500 | ||
| underwriting discount): | 2023 Notes: | $1,492,620,000 | ||
| 2043 Notes: | $498,270,000 | |||
| Net Proceeds to Issuer (after | 2018 Notes: | $1,238,412,500 | ||
| underwriting discount): | 2023 Notes: | $1,485,870,000 | ||
| 2043 Notes: | $493,895,000 | |||
| Trade Date: | December 3, 2013 | |||
| Settlement Date (T+3): | December 6, 2013 | |||
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| Joint Book-Running Managers: | Barclays Capital Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC | |||
| Co-Managers: | CAVU Securities, LLC Lebenthal & Co., LLC Samuel A. Ramirez & Company, Inc. The Williams Capital Group, L.P. | |||
| Listing: | None | |||
| CUSIP/ISIN: | 2018 Notes: | 594918 AV6 / US594918AV63 | ||
| 2023 Notes: | 594918 AW4 / US594918AW47 | |||
| 2043 Notes: | 594918 AX2 / US594918AX20 | |||
| Additional Information: | The Issuer also priced an offering of €1,750,000,000 of 2.125% Notes due 2021 and €1,750,000,000 of 3.125% Notes due 2028 to be settled on or about the Settlement Date referred to above. 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) is $4,762,100,000. | |||
| Long-Term Debt Ratings: | Moody’s, Aaa (stable); S&P, AAA (stable) | |||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays toll free at 1-888-603-5847 or by emailing barclaysprospectus@broadridge.com; by calling HSBC Securities (USA) Inc. toll free at 1-866-811-8049; by calling J.P. Morgan Securities LLC collect at 212-834-4533; or by calling Wells Fargo Securities, LLC toll free at 1-800-326-5897.
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