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Microsoft Corp – ‘8-K’ for 3/16/21

On:  Wednesday, 3/17/21, at 5:23pm ET   ·   For:  3/16/21   ·   Accession #:  1193125-21-84239   ·   File #:  1-37845

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/17/21  Microsoft Corp                    8-K:8,9     3/16/21   13:370K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     32K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     79K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     37K 
 9: R1          Document and Entity Information                     HTML     56K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
 8: XML         XBRL Instance -- d130687d8k_htm                      XML     23K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 5: EX-101.DEF  XBRL Definitions -- msft-20210316_def                XML     42K 
 6: EX-101.LAB  XBRL Labels -- msft-20210316_lab                     XML     70K 
 7: EX-101.PRE  XBRL Presentations -- msft-20210316_pre              XML     44K 
 4: EX-101.SCH  XBRL Schema -- msft-20210316                         XSD     17K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    22K 
13: ZIP         XBRL Zipped Folder -- 0001193125-21-084239-xbrl      Zip     30K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 i MICROSOFT CORP  i false  i 0000789019 0000789019 2021-03-16 2021-03-16 0000789019 us-gaap:CommonStockMember 2021-03-16 2021-03-16 0000789019 msft:M2.125NotesDue20213Member 2021-03-16 2021-03-16 0000789019 msft:M3.125NotesDue20281Member 2021-03-16 2021-03-16 0000789019 msft:M2.625NotesDue20332Member 2021-03-16 2021-03-16







FORM  i 8-K




Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 17, 2021 ( i March 16, 2021)



Microsoft Corporation

(Exact name of registrant as specified in its charter)




 i Washington    i 001-37845    i 91-1144442

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


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

Registrant’s telephone number, including area code:

( i 425)  i 882-8080

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
 i Common stock, $0.00000625 par value per share     i MSFT     i NASDAQ
 i 2.125% Notes due 2021     i ​MSFT     i NASDAQ
 i 3.125% Notes due 2028     i MSFT     i NASDAQ
 i 2.625% Notes due 2033     i MSFT     i 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  i 

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 March 16, 2021, 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 March 15, 2021 (the “Exchange Offers”). The press release has been revised to reflect that the aggregate amount of 3.041% Notes due 2062 to be issued in connection with the Exchange Offers is $1,934,966,000 rather than $1,934,476,000 as previously indicated. The revised press release with the updated amount is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as discussed above, no other changes have been made to the original press release.

On March 17, 2021, in connection with the settlement of the Exchange Offers, the Company issued $6,250,000,000 aggregate principal amount of its 2.921% Notes due 2052 (the “2052 Notes”) and $1,934,966,000 aggregate principal amount of its 3.041% Notes due 2062 (the “2062 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 March 4, 2021 (the “Prospectus”), filed with the Securities and Exchange Commission on March 4, 2021.

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 Fourteenth Supplemental Indenture thereto, dated as of March 17, 2021 (the “Fourteenth Supplemental Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Base Indenture is set forth as Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (File No. 333-253138), as amended by Amendment No. 1 thereto.

Interest on the New Notes will be payable semi-annually in arrears on March 17 and September 17 of each year, commencing on September 17, 2021, to holders of record on the preceding March 2 or September 2, as the case may be. The 2052 Notes will mature on March 17, 2052 and the 2062 Notes will mature on March 17, 2062.

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 Fourteenth 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


  4.1    Fourteenth Supplemental Indenture, dated March 17, 2021, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., 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 2.921% Notes due 2052 (included in Exhibit 4.1).
  4.3    Form of Global Note representing the 3.041% Notes due 2062 (included in Exhibit 4.1).
99.1    Press Release, dated March 16, 2021, issued by Microsoft Corporation [Revised March 17, 2021].
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.


Date: March 17, 2021   

/s/ Alice L. Jolla

   Alice L. Jolla

Corporate Vice President and

Chief Accounting Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:3/17/21
For Period end:3/16/21
3/4/21424B3,  EFFECT
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Filing Submission 0001193125-21-084239   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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