Filed Pursuant to Rule 433
Registration Statement No. 333-207652
Pricing Term Sheet
October 29, 2015
MICROSOFT CORPORATION
1.300% Notes due 2018
2.000% Notes due 2020
2.650% Notes due 2022
3.125% Notes due 2025
4.200% Notes due 2035
4.450% Notes due 2045
4.750% Notes due 2055
| Issuer: |
Microsoft Corporation |
| Title of Securities: |
1.300% Notes due 2018 (the “2018 Notes”) |
| 2.000% Notes due 2020 (the “2020 Notes”) |
| 2.650% Notes due 2022 (the “2022 Notes”) |
| 3.125% Notes due 2025 (the “2025 Notes”) |
| 4.200% Notes due 2035 (the “2035 Notes”) |
| 4.450% Notes due 2045 (the “2045 Notes”) |
| 4.750% Notes due 2055 (the “2055 Notes” and, together with the 2018 Notes, the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the “Notes”) |
| Aggregate Principal Amount Offered: |
2018 Notes: $1,750,000,000 |
| 2020 Notes: $2,250,000,000 |
| 2022 Notes: $1,000,000,000 |
| 2025 Notes: $3,000,000,000 |
| 2035 Notes: $1,000,000,000 |
| 2045 Notes: $3,000,000,000 |
| 2055 Notes: $1,000,000,000 |
| Price to Public (Issue Price): |
2018 Notes: 99.900% of principal amount |
| 2020 Notes: 99.920% of principal amount |
| 2022 Notes: 99.968% of principal amount |
| 2025 Notes: 99.974% of principal amount |
| 2035 Notes: 99.718% of principal amount |
| 2045 Notes: 99.655% of principal amount |
| 2055 Notes: 99.627% of principal amount |
| Maturity Date: |
2018 Notes: November 3, 2018 |
| 2020 Notes: November 3, 2020 |
| 2022 Notes: November 3, 2022 |
| 2025 Notes: November 3, 2025 |
| 2035 Notes: November 3, 2035 |
| 2045 Notes: November 3, 2045 |
| 2055 Notes: November 3, 2055 |
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| Coupon (Interest Rate): |
2018 Notes: 1.300% per annum |
| 2020 Notes: 2.000% per annum |
| 2022 Notes: 2.650% per annum |
| 2025 Notes: 3.125% per annum |
| 2035 Notes: 4.200% per annum |
| 2045 Notes: 4.450% per annum |
| 2055 Notes: 4.750% per annum |
| Benchmark Treasury: |
2018 Notes: UST 0.875% due October 15, 2018 |
| 2020 Notes: UST 1.375% due September 30, 2020 |
| 2022 Notes: UST 1.750% due September 30, 2022 |
| 2025 Notes: UST 2.000% due August 15, 2025 |
| 2035 Notes: UST 3.000% due May 15, 2045 |
| 2045 Notes: UST 3.000% due May 15, 2045 |
| 2055 Notes: UST 3.000% due May 15, 2045 |
| Spread to Benchmark Treasury: |
2018 Notes: 0.300% (+30 basis points) |
| 2020 Notes: 0.500% (+50 basis points) |
| 2022 Notes: 0.750% (+75 basis points) |
| 2025 Notes: 0.950% (+95 basis points) |
| 2035 Notes: 1.250% (+125 basis points) |
| 2045 Notes: 1.500% (+150 basis points) |
| 2055 Notes: 1.800% (+180 basis points) |
| Benchmark Treasury Price and Yield: |
2018 Notes: 99-17 1⁄4 / 1.034% |
| 2020 Notes: 99-10+ / 1.517% |
| 2022 Notes: 99-00 / 1.905% |
| 2025 Notes: 98-14 / 2.178% |
| 2035 Notes: 100-18 / 2.971% |
| 2045 Notes: 100-18 / 2.971% |
| 2055 Notes: 100-18 / 2.971% |
| Yield to Maturity: |
2018 Notes: 1.334% |
| 2020 Notes: 2.017% |
| 2022 Notes: 2.655% |
| 2025 Notes: 3.128% |
| 2035 Notes: 4.221% |
| 2045 Notes: 4.471% |
| 2055 Notes: 4.771% |
| Interest Payment Dates: |
Interest paid on the Notes semi-annually in arrears on May 3 and November 3, beginning on May 3, 2016 |
| Interest Payment Record Dates: |
On April 19 and October 19 of each year for the Notes |
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| Optional Redemption: |
2018 Notes: |
| At any time prior to November 3, 2018 at T+5 basis points |
2020 Notes:
| At any time prior to October 3, 2020 at T+7.5 basis points |
| At any time on or after October 3, 2020 at a redemption price of 100% of the principal amount to be redeemed |
2022 Notes:
| At any time prior to September 3, 2022 at T+12.5 basis points |
| At any time on or after September 3, 2022 at a redemption price of 100% of the principal amount to be redeemed |
2025 Notes:
| At any time prior to August 3, 2025 at T+15 basis points |
| At any time on or after August 3, 2025 at a redemption price of 100% of the principal amount to be redeemed |
2035 Notes:
| At any time prior to May 3, 2035 at T+20 basis points |
| At any time on or after May 3, 2035 at a redemption price of 100% of the principal amount to be redeemed |
2045 Notes:
| At any time prior to May 3, 2045 at T+25 basis points |
| At any time on or after May 3, 2045 at a redemption price of 100% of the principal amount to be redeemed |
2055 Notes:
| At any time prior to May 3, 2055 at T+30 basis points |
| At any time on or after May 3, 2055 at a redemption price of 100% of the principal amount to be redeemed |
| Type of Offering: |
SEC registered (No. 333-207652) |
| Gross Proceeds to Issuer (before underwriting discount): |
2018 Notes: $1,748,250,000 |
| 2020 Notes: $2,248,200,000 |
| 2022 Notes: $999,680,000 |
| 2025 Notes: $2,999,220,000 |
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| 2035 Notes: $997,180,000 |
| 2045 Notes: $2,989,650,000 |
| 2055 Notes: $996,270,000 |
| Net Proceeds to Issuer (after underwriting discount, but before expenses): |
2018 Notes: $1,745,625,000 |
| 2020 Notes: $2,240,325,000 |
| 2022 Notes: $995,680,000 |
| 2025 Notes: $2,985,720,000 |
| 2035 Notes: $998,430,000 |
| 2045 Notes: $2,963,400,000 |
| 2055 Notes: $987,520,000 |
| Trade Date: |
October 29, 2015 |
| Settlement Date (T+3): |
November 3, 2015 |
| Joint Book-Running Managers: |
J.P. Morgan Securities LLC |
| Merrill Lynch, Pierce, Fenner & Smith |
| Incorporated |
| Wells Fargo Securities, LLC |
| Barclays Capital Inc. |
| Citigroup Global Markets Inc. |
| Goldman, Sachs & Co. |
| HSBC Securities (USA) Inc. |
| Co-Managers: |
CastleOak Securities, L.P. |
| Loop Capital Markets LLC |
| MFR Securities, Inc. |
| Mischler Financial Group, Inc. |
| Samuel A. Ramirez & Company, Inc. |
| The Williams Capital Group, L.P. |
| Listing: |
None |
| CUSIP/ISIN: |
2018 Notes: 594918BF0 /US594918BF05 |
| 2020 Notes: 594918BG8 /US594918BG87 |
| 2022 Notes: 594918BH6 /US594918BH60 |
| 2025 Notes: 594918BJ2 /US594918BJ27 |
| 2035 Notes: 594918BK9 /US594918BK99 |
| 2045 Notes: 594918BL7 /US594918BL72 |
| 2055 Notes: 594918BM5 /US594918BM55 |
| 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.
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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 J.P. Morgan Securities LLC collect at 1 (212) 834-4533; by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1 (800) 294-1322; by calling Wells Fargo Securities, LLC toll-free at 1 (800) 645-3751 or by emailing wfscustomerservice@wellsfargo.com; by calling Barclays Capital Inc. toll-free at 1 (888) 603-5847 or by emailing barclaysprospectus@broadridge.com; by calling Citigroup Global Markets Inc. toll-free at 1 (800) 831-9146 or by emailing prospectus@citi.com; by calling Goldman, Sachs & Co. toll-free at 1 (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com; or by calling HSBC Securities (USA) Inc. toll-free at 1 (866) 811-8049.