Filed Pursuant to Rule 433
Registration Statement No. 333-184717
Pricing Term Sheet
April 25, 2013
MICROSOFT CORPORATION
1.000% Notes due 2018
2.375% Notes due 2023
3.750% Notes due 2043
| Issuer: | Microsoft Corporation | |||
| Title of Securities: | 1.000% Notes due 2018 (the “2018 Notes”) | |||
| 2.375% Notes due 2023 (the “2023 Notes”) | ||||
| 3.750% Notes due 2043 (the “2043 Notes” and, together with the 2018 Notes and the 2023 Notes, the “Notes”) | ||||
| Aggregate Principal Amount Offered: | 2018 Notes: | $450,000,000 | ||
| 2023 Notes: | $1,000,000,000 | |||
| 2043 Notes: | $500,000,000 | |||
| Price to Public (Issue Price): | 2018 Notes: | 99.937% of principal amount | ||
| 2023 Notes: | 99.664% of principal amount | |||
| 2043 Notes: | 98.616% of principal amount | |||
| Maturity Date: | 2018 Notes: | May 1, 2018 | ||
| 2023 Notes: | May 1, 2023 | |||
| 2043 Notes: | May 1, 2043 | |||
| Coupon (Interest Rate): | 2018 Notes: | 1.000% per annum | ||
| 2023 Notes: | 2.375% per annum | |||
| 2043 Notes: | 3.750% per annum | |||
| Benchmark Treasury: | 2018 Notes: | UST 0.75% due March 31, 2018 | ||
| 2023 Notes: | UST 2.00% due February 15, 2023 | |||
| 2043 Notes: | UST 2.75% due November 15, 2042 | |||
| Spread to Benchmark Treasury: | 2018 Notes: | 0.32% (+32 basis points) | ||
| 2023 Notes: | 0.70% (+70 basis points) | |||
| 2043 Notes: | 0.90% (+90 basis points) | |||
| Benchmark Treasury Price and Yield: | 2018 Notes: | 100-08 3/4 / 0.693% | ||
| 2023 Notes: | 102-18+ / 1.713% | |||
| 2043 Notes: | 96-16 / 2.928% | |||
| Yield to Maturity: | 2018 Notes: | 1.013% | ||
| 2023 Notes: | 2.413% | |||
| 2043 Notes: | 3.828% | |||
| Interest Payment Dates: | Semi-annually on May 1 and November 1, beginning on November 1, 2013 | |||
| Interest Payment Record Dates: | April 15 and October 15 of each year | |||
| Optional Redemption: | 2018 Notes: At any time at or prior to May 1, 2018 at T + 5 basis points
2023 Notes: At any time prior to February 1, 2023 at T + 10 basis points
At any time on or after February 1, 2023, at a redemption price of 100% of the principal amount to be redeemed
2043 Notes: At any time prior to November 1, 2042 at T + 15 basis points
At any time on or after November 1, 2042, 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 underwriting discount): | 2018 Notes: | $449,716,500 | ||
| 2023 Notes: | $996,640,000 | |||
| 2043 Notes: | $493,080,000 | |||
| Net Proceeds to Issuer (after underwriting discount): | 2018 Notes: | $448,141,500 | ||
| 2023 Notes: | $992,140,000 | |||
| 2043 Notes: | $488,705,000 | |||
| Trade Date: | April 25, 2013 | |||
| Settlement Date (T+5): | May 2, 2013 | |||
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated RBS Securities Inc. Barclays Capital Inc. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Wells Fargo Securities, LLC | |||
| Senior Co-Managers: | BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC SG Americas Securities, LLC U.S. Bancorp Investments, Inc. | |||
| Co-Managers: | Samuel A. Ramirez & Company, Inc. The Williams Capital Group, L.P. | |||
| Listing: | None | |||
| CUSIP/ISIN: | 2018 Notes: 594918AS3 / US594918AS35 2023 Notes: 594918AT1 / US594918AT18 2043 Notes: 594918AU8 / US594918AU80 | |||
| Additional Information: | The Issuer also priced an offering of €550,000,000 2.625% Notes due 2033 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 from euro using the exchange rate €1.00 = $1.3066 on April 19, 2013 (as announced by the U.S. Federal Reserve Board) is $718,630,000. | |||
| 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 Merrill Lynch, Pierce, Fenner & Smith toll free at 1-800-294-1322 or RBS Securities, Inc. toll free at 1-866-884-2071.