On August 1, 2016, Microsoft Corporation (the Company) entered into an
Underwriting Agreement (the Underwriting Agreement) with the several underwriters named therein, for which 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. and U.S. Bancorp Investments, Inc. acted as representatives, for the issuance and sale by the Company of $2,500,000,000 aggregate principal amount of the
Companys 1.100% Notes due 2019 (the 2019 Notes), $2,750,000,000 aggregate principal amount of the Companys 1.550% Notes due 2021 (the 2021 Notes), $1,500,000,000 aggregate principal amount of the Companys
2.000% Notes due 2023 (the 2023 Notes), $4,000,000,000 aggregate principal amount of the Companys 2.400% Notes due 2026 (the 2026 Notes), $2,250,000,000 aggregate principal amount of the Companys 3.450% Notes due
2036 (the 2036 Notes), $4,500,000,000 aggregate principal amount of the Companys 3.700 % Notes due 2046 (the 2046 Notes) and $2,250,000,000 aggregate principal amount of the Companys 3.950% Notes due 2056 (the
2056 Notes and, collectively with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes, the 2036 Notes and the 2046 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 Eleventh Supplemental Indenture thereto, to be dated as of August 8, 2016 (the Eleventh Supplemental Indenture), between the Company and U.S. Bank National
Association, 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 August 1, 2016 (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 8 and August 8 of each year, commencing on February 8, 2017, to
holders of record on the preceding January 24 and July 24, as the case may be. The 2019 Notes will mature on August 8, 2019, the 2021 Notes will mature on August 8, 2021, the 2023 Notes will mature on August 8, 2023, the 2026 Notes will
mature on August 8, 2026, the 2036 Notes will mature on August 8, 2036, the 2046 Notes will mature on August 8, 2046 and the 2056 Notes will mature on August 8, 2056.
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 Eleventh 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.