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Microsoft Announces Expiration of Exchange Offers

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Microsoft Corp. has announced the expiration of its offers to exchange the ten series of notes for a new series of Microsoft's 2.525 percent Notes due June 1, 2050 and a cash payment, as applicable, and exchange the four series of notes for a new series of Microsoft's 2.675 percent Notes due June 1, 2060 and a cash payment, as applicable.

A Registration Statement on Form S-4 relating to the issuance of the New Notes has been filed with the Securities and Exchange Commission and has become effective. The New Notes, upon issuance, will be registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement.

In the Exchange Offers the information agent and exchange agent for the Exchange Offers, $7.56 trillion aggregate principal amount of Pool 1 Notes and $4.9 trillion aggregate principal amount of Pool 2 Notes were validly tendered and not validly withdrawn at or prior to the Expiration Time.

The Exchange Offers expired at 11:59 p.m., New York City time, on May 28, 2020. Following the Expiration Time, tenders of the Existing Notes may not be validly withdrawn. As of the Expiration Time, all conditions to the Exchange Offers were satisfied. Microsoft currently anticipates that the settlement date of the Exchange Offers will be June 1, 2020.

Based on the amount of Existing Notes tendered in the Exchange Offers and in accordance with the terms of the Exchange Offers, Microsoft expects to accept, on the Settlement Date, the following Pool 1 Notes validly tendered and the following Pool 2 Notes validly tendered. Microsoft does not expect to accept any of the Pool 1 Notes listed in the Pool 1 Table at Acceptance Priority Level 10.

On the Settlement Date, Microsoft expects to deliver an aggregate principal amount of $6.2 trillion of New 2050 Notes and an aggregate principal amount of $3.7 trillion New 2060 Notes and cash payments, as applicable, pursuant to Microsoft's prospectus dated May 19, 2020, filed with the SEC on May 19, 2020, relating to the New Notes.

About Microsoft

Microsoft (Nasdaq "MSFT" @microsoft) enables digital transformation for the era of an intelligent cloud and an intelligent edge. Its mission is to empower every person and every organization on the planet to achieve more.

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