ThZeal - The Zeal

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 1, 2020 (May 29, 2020)

Microsoft Corporation

(Exact name of registrant as specified in its charter)

Washington

001-37845

91-1144442

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One Microsoft Way, Redmond, Washington		98052-6399
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(425) 882-8080

www.microsoft.com/investor

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00000625 par value per share		MSFT		NASDAQ
2.125% Notes due 2021		MSFT		NASDAQ
3.125% Notes due 2028		MSFT		NASDAQ
2.625% Notes due 2033		MSFT		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On May 29, 2020, Microsoft Corporation (the “Company”) issued a press release announcing the expiration of its previously announced exchange offers for certain of its outstanding debt securities that were validly tendered (and not validly withdrawn) by holders at or prior to such expiration at 11:59 p.m., New York City time, on May 28, 2020 (the “Exchange Offers”). The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On June 1, 2020, in connection with the settlement of the Exchange Offers, the Company issued $6,249,997,000 aggregate principal amount of its 2.525% Notes due 2050 (the “2050 Notes”) and $3,750,000,000 aggregate principal amount of its 2.675% Notes due 2060 (the “2060 Notes”) (collectively, the “New Notes”). The New Notes were exchanged in the Exchange Offers pursuant to the terms and conditions set forth in the Company’s prospectus, dated May 19, 2020 (the “Prospectus”), filed with the Securities and Exchange Commission on May 19, 2020.

The New Notes were 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 Thirteenth Supplemental Indenture thereto, dated as of June 1, 2020 (the “Thirteenth Supplemental Indenture”), between the Company and U.S. Bank National Association, as trustee.

The Base Indenture is set forth as Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (File No. 333-237925), as amended by Amendment No. 1 thereto.

Interest on the New Notes will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020, to holders of record on the preceding May 15 or the November 15, as the case may be. The 2050 Notes will mature on June 1, 2050 and the 2060 Notes will mature on June 1, 2060.

The Company will have the option to redeem the New Notes in certain circumstances described in the Prospectus.

The New Notes will be the Company’s senior unsecured obligations and will rank equally with the Company’s other unsecured and unsubordinated debt from time to time outstanding.

The foregoing descriptions of the Thirteenth Supplemental Indenture (including the forms of the New Notes) are qualified in their entirety by the terms of such agreement. Please refer to such agreement, which is incorporated herein by reference and attached hereto as Exhibit 4.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		MICROSOFT CORPORATION
		(Registrant)

Date: June 1, 2020		/s/ Frank H. Brod
		Frank H. Brod
		Corporate Vice President, Finance and Administration; Chief Accounting Officer


	4.1			Thirteenth Supplemental Indenture, dated June 1, 2020, between Microsoft Corporation and U.S. Bank National Association, as trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.

	4.2			Form of Global Note representing the 2.525% Notes due 2050 (included in Exhibit 4.1).

	4.3			Form of Global Note representing the 2.675% Notes due 2060 (included in Exhibit 4.1).

	99.1			Press Release, dated May 29, 2020, issued by Microsoft Corporation.

	104			Cover Page Interactive Data File (embedded within the Inline XBRL document)