8.8 Facsimile Instruction. The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Agreement, provided, however, that: (a) the Grantor and/or Beneficiaries’ Representative as applicable, subsequent to such facsimile transmission of written instructions, shall provide the originally executed instructions and/or directions to the Trustee in a timely manner, (b) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the Grantor and/or Beneficiaries’ Representative and, (c) the Grantor and/or Beneficiaries’ Representative shall provide to the Trustee an incumbency certificate listing such designated persons which such incumbency certificate shall be amended whenever a person is to be added or deleted from the listing.
8.9 Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile, and shall be deemed an original and shall bind the signatory but all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the others, it being understdood that all parties need not sign the same counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the 1st day of June, 2010.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(“Trustee”)
By: /s/ Melonee Young
Melonee Young, Vice President
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MICROSOFT CORPORATION
(“Grantor”)
By: /s/ John A. Seethoff
John A. Seethoff, Assistant Secretary
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ADDITIONAL PARTY
(“Beneficiaries’ Representative”)
/s/ Charles H.Noski
CHARLES H. NOSKI
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EXHIBIT A
The Minimum Balance in the 2003 Trust prior to execution of this amended and restated Agreement is Thirty-Three Million Dollars ($33,000,000).
The Grantor will transfer an additional Ten Million Dollars ($10,000,000.00) to the Trustee in connection with execution of the amended and restated Agreement.
Exhibit 12
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
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(In millions, except ratios)
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Year Ended June 30,
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2010
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2009
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2008
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2007
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2006
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Earnings (a)
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Earnings from continuing operations before income taxes
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$
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25,013
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$
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19,821
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$
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23,814
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$
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20,101
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$
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18,262
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Add: Fixed charges
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207
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88
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151
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271
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331
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Add: Cash distributions from equity method investments
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14
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85
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10
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0
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51
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Subtract: Income from equity method investments
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18
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81
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62
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62
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(161
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Total Earnings
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$
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25,216
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$
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19,913
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$
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23,913
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$
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20,310
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$
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18,805
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Fixed Charges (b)
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Interest expense
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$
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146
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$
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38
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$
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106
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$
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230
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$
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295
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Capitalized debt related expenses
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5
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0
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0
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0
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0
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Interest component of rent expense
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56
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50
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45
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41
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36
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Total Fixed Charges
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$
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207
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$
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88
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$
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151
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$
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271
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$
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331
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Ratio of Earnings to Fixed Charges
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122
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226
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158
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75
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57
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(a) Earnings represent earnings from continuing operations before income taxes and before income (losses) from equity method investments plus: (1) fixed charges; and (2) cash distributions from equity method investments.
(b) Fixed charges include: (1) interest expense; (2) capitalized debt issuance costs; and (3) the portion of operating rental expense which management believes is representative of the interest component of rent expense.
Exhibit 21
SUBSIDIARIES OF REGISTRANT
The following is a list of subsidiaries of the Company as of June 30, 2010, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.
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Name
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Where Incorporated
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Microsoft Ireland Research
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Ireland
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Microsoft Capital Group, LLC
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United States
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Microsoft Global Finance
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Ireland
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Microsoft Ireland Operations Limited
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Ireland
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Microsoft Licensing, GP
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United States
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Microsoft Online, Inc.
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United States
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Microsoft Operations Pte Ltd
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Singapore
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Microsoft Operations Puerto Rico, LLC
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Puerto Rico
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Microsoft Regional Sales Corporation
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United States
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MOL Corporation
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United States
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Exhibit 23.1
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