Final Term Sheet
Filed Pursuant to Rule 433
Registration Statement No. 333-155495
Final Term Sheet
May 11, 2009
MICROSOFT CORPORATION
2.95% Notes due 2014
4.20%
Notes due 2019
5.20% Notes due 2039
| Issuer: |
Microsoft Corporation |
| Title of Securities: |
2.95% Notes due 2014 (the “2014 Notes”) |
| |
4.20% Notes due 2019 (the “2019 Notes”) |
| |
5.20% Notes due 2039 (the “2039 Notes” and, together with the 2014 Notes and the 2019 Notes, the “Notes”) |
Aggregate Principal Amount
| Offered: |
2014 Notes: $2,000,000,000 |
| |
2019 Notes: $1,000,000,000 |
| Price to Public (Issue Price): |
2014 Notes: 99.902% of principal amount |
| |
2019 Notes: 99.950% of principal amount |
| |
2039 Notes: 99.786% of principal amount |
| Maturity Date: |
2014 Notes: June 1, 2014 |
| Coupon (Interest Rate): |
2014 Notes: 2.95% per annum |
| |
2019 Notes: 4.20% per annum |
| |
2039 Notes: 5.20% per annum |
| Benchmark Treasury: |
2014 Notes: UST 1.875% due April 30, 2014 |
| |
2019 Notes: UST 3.125% due May 15, 2019 |
| |
2039 Notes: UST 3.500% due February 15, 2039 |
| Spread to Benchmark Treasury: |
2014 Notes: 0.95% (95 basis points) |
| |
2019 Notes: 1.05% (105 basis points) |
| |
2039 Notes: 1.05% (105 basis points) |
Benchmark Treasury
| Price and Yield: |
2014 Notes: 99-10/2.021% |
| |
2019 Notes: 99-23+/3.156% |
| Yield to Maturity: |
2014 Notes: 2.971% |
| Interest Payment Dates: |
Semi-annually on June 1 and December 1, beginning on December 1, 2009 |
| Interest Payment Record Dates: |
May 15 and November 15 of each year |
| Type of Offering: |
SEC registered (No. 333-155495) |
Net Proceeds to Issuer
(before
| transaction expenses): |
2014 Notes: $1,991,040,000 |
| Settlement Date (T+5): |
May 18, 2009 |
| Joint Book-Running Managers: |
J.P. Morgan Securities Inc. |
| |
Morgan Stanley & Co. Incorporated |
| |
Banc of America Securities LLC |
| |
Citigroup Global Markets Inc. |
| Joint Lead Managers: |
Credit Suisse Securities (USA) LLC |
| |
Wells Fargo Securities, LLC |
| Senior Co-Managers: |
Barclays Capital Inc. |
| |
BNP Paribas Securities Corp. |
| |
Deutsche Bank Securities Inc. |
| |
Loop Capital Markets, LLC |
| Co-Managers: |
BNY Mellon Capital Markets, LLC |
| |
CastleOak Securities, L.P. |
| |
HSBC Securities (USA) Inc. |
| |
Mizuho Securities USA Inc. |
| |
SG Americas Securities, LLC |
| |
U.S. Bancorp Investments, Inc. |
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| CUSIP/ISIN: |
2014 Notes: 594918 AB0/US594918AB00 |
| |
2019 Notes: 594918 AC8/US594918AC82 |
| |
2039 Notes: 594918 AD6/US594918AD65 |
| Long-Term Debt Ratings: |
2014 Notes: Moody’s, Aaa (stable); S&P, AAA (stable) |
| |
2019 Notes: Moody’s, Aaa (stable); S&P, AAA (stable) |
| |
2039 Notes: 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 J.P. Morgan Securities Inc. collect at 212-834-4533
and Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649.
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