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Credit facility / Reviewed release

Microsoft Registered Notes — exchange offer and debt terms (2024)

A record of disclosed terms and participants. Each assertion is linked to its supporting evidence.

Sourced disclosureLatest disclosure · 6 May 2024

Financial terms

Amount not disclosed

Amounts describe different obligations and are not additive. A commitment is not cash drawn; a commercial contract is not a guarantee. Unstated terms remain unknown.

01

The parties

  • IssuerMicrosoft

Legal entities and vehicles are shown separately. A role does not establish the amount funded or the scope of recourse.

02

What supports the financing?

Purpose, assets, contracts and credit support are different things. Only explicitly recorded terms appear here.

Assets & purpose

Not separately recorded — check the source evidence

Collateral & secured status

Not separately recorded — check the source evidence

Repayment & offtake

Not separately recorded — check the source evidence

Recourse & guarantees

Not separately recorded — check the source evidence

03

Terms, with the evidence

Separate observations, not an additive total. Disclosure dates, observation dates and effective periods retain their original meaning.

Economic status

contract.economic_status

senior_unsecured_ranking_disclosed

prospectus statement; future Registered Notes obligation language; issuer/obligor is Microsoft Corporation; structurally subordinated to indebtedness and obligations of Microsoft’s subsidiaries; no specific creditor named | Normalization: The source explicitly describes the Registered Notes as senior unsecured and/or equally ranking obligations, including structural or effective subordination. Preserve these terms without inventing a creditor, balance, or completed issuance. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
will be (1) structurally subordinated to all indebtedness and obligations of Microsoft’s subsidiaries

paragraph:16

Economic status

contract.economic_status

defeasance_usd_deposit_condition_disclosed

condition precedent to legal or covenant defeasance; irrevocable deposit with trustee in trust; amount not stated; may be in U.S. dollars or U.S. government obligations or both; no date stated | Normalization: The source explicitly states a condition precedent involving an irrevocable deposit in U.S. dollars or government obligations, but no amount. Preserve the currency and conditional status without inventing a value. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
irrevocable deposit by us with the trustee, in trust, of an amount in U.S. dollars, or U.S. government obligations, or both

paragraph:271

Economic status

contract.economic_status

legal_defeasance_option_disclosed

conditional and unexecuted legal defeasance option under the Indenture; subject is Microsoft Corporation via issuer-context resolution of we/our; applies to Notes of a series; no date stated | Normalization: The source describes a conditional legal defeasance option for a series of Notes. Preserve it as an unexecuted instrument term without inferring discharge. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
to defease and be discharged from any and all obligations with respect to the Notes of a series

paragraph:269

Economic status

contract.economic_status

senior_unsecured_ranking_disclosed

Registered Notes; senior unsecured obligations; rank equally with Microsoft's other unsecured and unsubordinated debt; contemplated issuance; ranking disclosure in prospectus | Normalization: The source explicitly describes the Registered Notes as senior unsecured and/or equally ranking obligations, including structural or effective subordination. Preserve these terms without inventing a creditor, balance, or completed issuance. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Registered Notes will be Microsoft’s senior unsecured obligations and will rank equally with Microsoft’s other unsecured and unsubordinated debt from time to time outstanding.

table:56/cell:2

Economic status

contract.economic_status

proposed_exchange_offer_disclosed

proposed exchange offer for Registered Notes; to exchange Restricted Notes for like principal amount of the applicable Registered Notes of the same series; unexecuted offer; amount not stated | Normalization: The source explicitly describes a proposed exchange offer for Registered and Restricted Notes. Preserve its unexecuted/prospectus status without treating it as a new borrowing or completed exchange. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
We are offering to exchange the Restricted Notes for a like principal amount of the applicable Registered Notes of the same series

table:16/cell:2

Economic status

contract.economic_status

same_carrying_value_treatment_disclosed

future accounting treatment for Registered Notes exchanged for Restricted Notes; date of exchange not stated; not a cash payment | Normalization: The source states that Registered Notes would be recorded at the same carrying value as Restricted Notes. Preserve this accounting treatment without inventing a balance or cash payment. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
We will record the Registered Notes in our accounting records at the same carrying value as the Restricted Notes

paragraph:169

Economic status

contract.economic_status

successor_release_condition_disclosed

issuer-context resolved 'we' to Microsoft Corporation; conditional upon consolidation, merger, sale, transfer, lease or conveyance of all or substantially all properties and assets; successor unnamed; release from liabilities and obligations under the Indenture and Registered Notes; not a payment or repayment | Normalization: The source describes a conditional successor transaction under which Microsoft would be released from Indenture and Registered Notes obligations. Preserve the conditional status without treating it as a repayment or completed release. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
the Successor may exercise our rights and powers under the Indenture, and we will be released from all our liabilities and obligations under the Indenture and under the Registered Notes.

paragraph:216

Maturity

credit.maturity

15 Sept 2030

Registered 2030 Notes; maturity date; future-issued notes; date is maturity date | Normalization: The source explicitly states the maturity date of a named Registered Notes series. Preserve the date as maturity context, not as an issuance or effective date. | Source fact date (role not promoted to effective date): 2030-09-15

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
have a maturity date of September 15, 2030.

paragraph:181

Economic status

contract.economic_status

no_increase_in_indebtedness_disclosed

subject is Microsoft Corporation; prospective issuance of Registered Notes contemplated in prospectus; exchange consideration is Restricted Notes in like principal amount which will be cancelled; not an increase in indebtedness; no currency or date stated | Normalization: The source explicitly states zero cash proceeds or no increase in indebtedness for the contemplated exchange. Preserve the explicit negative/zero status without adding a currency or financing amount. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
issuing the Registered Notes will not result in any increase in the Company’s indebtedness.

table:59/cell:2

Economic status

contract.economic_status

senior_unsecured_ranking_disclosed

prospectus statement; future Registered Notes obligation language; issuer/obligor is Microsoft Corporation; effectively subordinated to existing and future senior indebtedness secured by liens to the extent of collateral value; no specific creditor named | Normalization: The source explicitly describes the Registered Notes as senior unsecured and/or equally ranking obligations, including structural or effective subordination. Preserve these terms without inventing a creditor, balance, or completed issuance. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
(2) effectively subordinated to all existing and future senior indebtedness secured by liens up to the extent of the value of the collateral securing such indebtedness.

paragraph:16

Economic status

contract.economic_status

proposed_exchange_offer_disclosed

proposed exchange offers; all outstanding unregistered Restricted Notes to be exchanged for an equal principal amount of the respective Registered 2026, Registered 2027, Registered 2030, Registered 2047, and Registered 2050 Notes; not described as completed; noteholder counterparty not named | Normalization: The source explicitly describes a proposed exchange offer for Registered and Restricted Notes. Preserve its unexecuted/prospectus status without treating it as a new borrowing or completed exchange. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
These are offers (the “ exchange offers ”) by Microsoft Corporation, a Washington corporation (“ Microsoft ,” the “ Company ,” “ we ,” “ us ,” “ our ,” the “ Issuer ” or the “ Registrant ”), to exchange all outstanding unregistered Restricted Notes (as defined below) for an equal principal amount of the respective series of the Company’s 3.400% Notes due 2026 (the “ Registered 2026 Notes ”), 3.400% Notes due 2027 (the “ Registered 2027 Notes ”), 1.350% Notes due 2030 (the “ Registered 2030 Notes ”), 4.500% Notes due 2047 (the “ Registered 2047 Notes ”) and 2.500% Notes due 2050 (the “ Registered 2050 Notes ”)

paragraph:10

Economic status

contract.economic_status

senior_unsecured_ranking_disclosed

prospectus statement; future Registered Notes obligation language; issuer/obligor is Microsoft Corporation; no specific creditor named; will be senior unsecured obligations | Normalization: The source explicitly describes the Registered Notes as senior unsecured and/or equally ranking obligations, including structural or effective subordination. Preserve these terms without inventing a creditor, balance, or completed issuance. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Registered Notes will be Microsoft’s senior unsecured obligations

paragraph:16

Economic status

contract.economic_status

restricted_notes_were_registered_notes_will_be_issued

Restricted Notes; issuance stated in prospectus summary; amount and date not stated in supplied excerpt | Normalization: The source explicitly distinguishes the completed Restricted Notes from the prospective Registered Notes: Restricted Notes were issued, while Registered Notes will be issued. Preserve both tenses in the exact quote and do not assert that all notes were issued. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Restricted Notes were, and the Registered Notes will be, issued by Microsoft Corporation.

paragraph:51

Economic status

contract.economic_status

no_increase_in_indebtedness_disclosed

Registered Notes; contemplated issuance; issuance will not increase indebtedness; exchange for Restricted Notes in like principal amount; not completed; explicit zero increase | Normalization: The source explicitly states zero cash proceeds or no increase in indebtedness for the contemplated exchange. Preserve the explicit negative/zero status without adding a currency or financing amount. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Company will not receive any cash proceeds from the issuance of the Registered Notes. In consideration for issuing the Registered Notes as contemplated in this prospectus, the Company will receive in exchange Restricted Notes in like principal amount, which will be cancelled and, as such, issuing the Registered Notes will not result in any increase in the Company’s indebtedness.

table:59/cell:1

Economic status

contract.economic_status

senior_unsecured_ranking_disclosed

Registered Notes; senior unsecured obligations; rank equally with other unsecured and unsubordinated debt; future issued obligations | Normalization: The source explicitly describes the Registered Notes as senior unsecured and/or equally ranking obligations, including structural or effective subordination. Preserve these terms without inventing a creditor, balance, or completed issuance. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Registered Notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated debt from time to time outstanding.

paragraph:180

Maturity

credit.maturity

15 Sept 2026

Registered 2026 Notes; maturity date; future-issued notes; date is maturity date | Normalization: The source explicitly states the maturity date of a named Registered Notes series. Preserve the date as maturity context, not as an issuance or effective date. | Source fact date (role not promoted to effective date): 2026-09-15

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
have a maturity date of September 15, 2026.

paragraph:181

Economic status

contract.economic_status

senior_unsecured_ranking_disclosed

prospectus statement; future Registered Notes obligation language; issuer/obligor is Microsoft Corporation; ranks equally with other unsecured and unsubordinated debt from time to time outstanding; no specific creditor named | Normalization: The source explicitly describes the Registered Notes as senior unsecured and/or equally ranking obligations, including structural or effective subordination. Preserve these terms without inventing a creditor, balance, or completed issuance. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
will rank equally with Microsoft’s other unsecured and unsubordinated debt from time to time outstanding

paragraph:16

Economic status

contract.economic_status

no_cash_proceeds_disclosed

subject is Microsoft Corporation; prospective issuance of Registered Notes contemplated in prospectus; no cash proceeds from issuance; no currency or date stated | Normalization: The source explicitly states zero cash proceeds or no increase in indebtedness for the contemplated exchange. Preserve the explicit negative/zero status without adding a currency or financing amount. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Company will not receive any cash proceeds from the issuance of the Registered Notes.

table:59/cell:2

Economic status

contract.economic_status

senior_unsecured_ranking_disclosed

Registered Notes; future-tense description of the notes' obligation status; rank equally with Microsoft's other unsecured and unsubordinated debt from time to time outstanding; no amount stated; no issuance date stated | Normalization: The source explicitly describes the Registered Notes as senior unsecured and/or equally ranking obligations, including structural or effective subordination. Preserve these terms without inventing a creditor, balance, or completed issuance. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Registered Notes will be Microsoft’s senior unsecured obligations and will rank equally with Microsoft’s other unsecured and unsubordinated debt from time to time outstanding.

paragraph:194

Economic status

contract.economic_status

same_debt_as_restricted_notes_disclosed

Registered Notes; will evidence the same debt as the Restricted Notes; future instrument description, not a balance or draw; no amount stated | Normalization: The source explicitly describes the Registered Notes’ relationship to the Restricted Notes and Indenture. Preserve the future/prospectus status without creating a balance or completed financing. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Registered Notes will evidence the same debt as the Restricted Notes.

paragraph:100

Economic status

contract.economic_status

no_cash_proceeds_disclosed

Registered Notes; contemplated issuance; issuer will not receive cash proceeds from issuance; exchange for Restricted Notes in like principal amount; not completed; no cash proceeds disclosed | Normalization: The source explicitly states zero cash proceeds or no increase in indebtedness for the contemplated exchange. Preserve the explicit negative/zero status without adding a currency or financing amount. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Company will not receive any cash proceeds from the issuance of the Registered Notes. In consideration for issuing the Registered Notes as contemplated in this prospectus, the Company will receive in exchange Restricted Notes in like principal amount, which will be cancelled and, as such, issuing the Registered Notes will not result in any increase in the Company’s indebtedness.

table:59/cell:1

Economic status

contract.economic_status

same_indenture_disclosed

Registered Notes; issued under and entitled to the benefits of the same Indenture as the Restricted Notes; future instrument description, not a balance or draw; no amount stated | Normalization: The source explicitly describes the Registered Notes’ relationship to the Restricted Notes and Indenture. Preserve the future/prospectus status without creating a balance or completed financing. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Registered Notes will be issued under and entitled to the benefits of the same Indenture that authorized the issuance of the Restricted Notes.

paragraph:100

Economic status

contract.economic_status

covenant_defeasance_option_disclosed

conditional and unexecuted covenant defeasance option under the Indenture; subject is Microsoft Corporation via issuer-context resolution of we/our; applies to Notes of a series; no date stated | Normalization: The source describes a conditional covenant defeasance option. Preserve it as an unexecuted term without inferring release or completion. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
to be released from our obligations to comply with the restrictive covenants under the Indenture

paragraph:269

Economic status

contract.economic_status

payment_in_usd_disclosed

issuer/obligor Microsoft Corporation via filing-context 'we'; Registered Note payment terms; principal and interest payable to the registered holder in U.S. dollars in immediately available funds; amount not stated | Normalization: The source states that principal and interest are payable in U.S. dollars to the registered holder. Preserve payment currency as an instrument term without inventing an amount or holder identity. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
We will pay the principal of and interest on each Registered Note to the registered holder in U.S. dollars in immediately available funds.

paragraph:191

Maturity

credit.maturity

15 Jun 2027

Registered 2027 Notes; maturity date; future-issued notes; date is maturity date | Normalization: The source explicitly states the maturity date of a named Registered Notes series. Preserve the date as maturity context, not as an issuance or effective date. | Source fact date (role not promoted to effective date): 2027-06-15

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
have a maturity date of June 15, 2027.

paragraph:181

Maturity

credit.maturity

15 Sept 2050

Registered 2050 Notes; maturity date; future-issued notes; date is maturity date | Normalization: The source explicitly states the maturity date of a named Registered Notes series. Preserve the date as maturity context, not as an issuance or effective date. | Source fact date (role not promoted to effective date): 2050-09-15

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
have a maturity date of September 15, 2050.

paragraph:181

Economic status

contract.economic_status

registered_notes_exchange_denomination_term_disclosed

Registered Notes issued in exchange; like principal amount for surrendered Restricted Notes; exchange offer terms; not a completed issuance amount | exact Registered Notes exchange term: $2000 minimum principal amount plus $1,000 increments above that minimum; exchange-only term, not a completed issuance or new debt draw | Normalization: Source-confirmed Exception 4 recovery. Every amount, date, role qualifier, predicate, and original fact field was checked against the complete retained source passage; quote repair changes no semantic field. Preserve proposed, conditional, exchange, zero-observation, and no-new-debt status; no completed issuance, financing draw, lender, beneficiary, or effective date is inferred. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
We will issue $2,000 principal amount or an integral multiple of $1,000 in excess thereof of Registered Notes in exchange for a corresponding principal amount of Restricted Notes surrendered in the exchange offers.

paragraph:98

Economic status

contract.economic_status

restricted_notes_were_registered_notes_will_be_issued

Registered Notes; future issuance stated in prospectus summary; amount and date not stated in supplied excerpt | Normalization: The source explicitly distinguishes the completed Restricted Notes from the prospective Registered Notes: Restricted Notes were issued, while Registered Notes will be issued. Preserve both tenses in the exact quote and do not assert that all notes were issued. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
The Restricted Notes were, and the Registered Notes will be, issued by Microsoft Corporation.

paragraph:51

Economic status

contract.economic_status

proposed_exchange_offer_disclosed

Registered Notes; current offer to issue in exchange for Restricted Notes; intended to satisfy obligations under the Registration Rights Agreement; not completed; holders of Restricted Notes are collective and unnamed | Normalization: The source explicitly describes a proposed exchange offer for Registered and Restricted Notes. Preserve its unexecuted/prospectus status without treating it as a new borrowing or completed exchange. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
We are offering to issue the Registered Notes in exchange for the Restricted Notes to satisfy our obligations under the Registration Rights Agreement to holders of the Restricted Notes.

table:14/cell:1

Economic status

contract.economic_status

no_established_trading_market_disclosed

Registered Notes are new securities; no established trading market; Company does not intend to list or seek quotation; no active public market anticipated; prospectus statement | Normalization: The source states that there is no established trading market for the Registered Notes. Preserve this market-status observation on the named notes record. | Source fact date unknown

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
there is currently no established trading market for the Registered Notes

paragraph:15

Maturity

credit.maturity

15 Jun 2047

Registered 2047 Notes; maturity date; future-issued notes; date is maturity date | Normalization: The source explicitly states the maturity date of a named Registered Notes series. Preserve the date as maturity context, not as an issuance or effective date. | Source fact date (role not promoted to effective date): 2047-06-15

Disclosed
6 May 2024
Observed as of
Not disclosed
Effective from
Not disclosed
Effective to
Not disclosed
SupportsMicrosoft CorporationNot disclosed
have a maturity date of June 15, 2047.

paragraph:181

A permanent address. A dated record.

Cite the disclosure.

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Edition
Reviewed release · sec-nvidia-msft-reviewed-20260908
Generated
2026-09-09T08:42:57.056Z
Dataset SHA-256
d4a82ffcabca4fa3b043890406ac837cc2024f9596a61de6d4e6cf14613191bb