UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Fiscal Year Ended June 30, 2024
	For the Fiscal Year Ended June 30, 2025
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period From to

Commission File Number 001-37845

MICROSOFT CORPORATION


Washington		91-1144442
(STATE OF INCORPORATION)		(I.R.S. ID)

ONE MICROSOFT WAY, REDMOND, Washington 98052-6399

(425) 882-8080

www.microsoft.com/investor



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

Title of each class	Trading Symbol	Name of exchange on which registered

Common stock, $0.00000625 par value per share	MSFT	Nasdaq
3.125% Notes due 2028	MSFT	Nasdaq
2.625% Notes due 2033	MSFT	Nasdaq

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒		Accelerated Filer ☐
Non-accelerated Filer ☐		Smaller Reporting Company ☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of December 31, ~~2023~~2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $23.81 trillion based on the closing sale price as reported on the NASDAQ National Market System. As of July 2524, ~~2024~~2025, there were 7,433,~~038~~166,~~381~~379 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on December 105, ~~2024~~2025 are incorporated by reference into Part III.

MICROSOFT CORPORATION

FORM 10-K

For the Fiscal Year Ended June 30, ~~2024~~2025

INDEX

			Page
PART I
	Item 1.	Business		3
		Information about our Executive Officers		1814
	Item 1A.	Risk Factors		2016
	Item 1B.	Unresolved Staff Comments		3430
	Item 1C.	Cybersecurity		3430
	Item 2.	Properties		3632
	Item 3.	Legal Proceedings		3632
	Item 4.	Mine Safety Disclosures		3632
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		3733
	Item 6.	[Reserved]		3834
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3935
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		5549
	Item 8.	Financial Statements and Supplementary Data		5650
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		9889
	Item 9A.	Controls and Procedures		9889
		Report of Management on Internal Control over Financial Reporting		9889
		Report of Independent Registered Public Accounting Firm		9990
	Item 9B.	Other Information		~~101~~91
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		~~101~~91
PART III
	Item 10.	Directors, Executive Officers, and Corporate Governance		~~101~~91
	Item 11.	Executive Compensation		~~102~~91
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~102~~91
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		~~102~~91
	Item 14.	Principal Accountant Fees and Services		~~102~~92
PART IV
	Item 15.	Exhibit and Financial Statement Schedules		~~103~~93
	Item 16.	Form 10-K Summary		~~110~~100
		Signatures		~~111~~101

PART I

Item 1

Note About Forward-Looking Statements

This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the following sections: “Business” (Part I, Item 1 of this Form 10-K), “Risk Factors” (Part I, Item 1A of this Form 10-K), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7 of this Form 10-K). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures About Market Risk” (Part II, Item 7A of this Form 10-K). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

PART I

ITEM 1. BUSINESS

GENERAL

~~Embracing~~Microsoft is a technology company committed to making digital technology and artificial intelligence (“AI”) available broadly and doing so responsibly. Our ~~Future~~mission is to empower every person and every organization on the planet to achieve more.

~~Microsoft~~We isdevelop aand ~~technology~~support ~~company~~a ~~committed~~broad toportfolio ~~making~~of ~~digital~~ technology ~~and~~solutions ~~artificial~~for ~~intelligence~~individuals ~~(“AI”) available broadly~~ and ~~doing so responsibly~~businesses, ~~with~~focusing aon ~~mission~~secure, totrusted, ~~empower every person~~ and ~~every~~innovative ~~organization on the planet to achieve more. We create~~ platforms and tools, ~~powered by AI,~~ that ~~deliver innovative solutions that~~ meet ~~the~~ evolving customer needs ofacross ~~our~~cloud ~~customers. From infrastructure and data~~computing, toproductivity ~~business applications~~ and collaboration, weand ~~provide~~personal ~~unique, differentiated value to customers~~computing. We strive to create ~~local~~ opportunity, growth, and impact in every country around the world.

~~We have entered a new age of~~ AI ~~that~~is ~~will~~ fundamentally ~~transform~~transforming productivity for every individual, organization, and industry ~~on earth, while helping us address some of our most pressing challenges~~. Microsoft's AI offerings, ~~including~~span ~~Copilot~~every ~~and~~layer ~~our~~of ~~Copilot~~the technology stack, ~~are~~enabling ~~already~~transformative ~~orchestrating a new era of AI transformation, driving better business~~ outcomes across ~~every~~sectors ~~role~~ and ~~industry.~~unlocking ~~As a company, we believe we can be the democratizing force for this new generation of technology and the~~ opportunity ~~it will help unlock~~ for every country, community, and individual.

We believe AI should be as empowering ~~across communities~~ as it is powerful, and we’re committed to ~~ensuring~~designing itand isdeploying AI responsibly ~~designed and built~~ with safety and security from the outset.

What We Offer

Founded in 1975, we develop and support software, services, devices, and solutions that deliver new value for customers and help people and businesses realize their full potential.

We offer an array of services, including cloud-based solutions that provide customers with software, services, platforms, and content, and we provide solution support and consulting services. We also deliver relevant online advertising to a global audience.

Our products include operating systems, cross-device productivity and collaboration applications, server applications, business solution applications, desktop and server management tools, software development tools, and video games. We also design and sell devices, including PCs, tablets, gaming and entertainment consoles, other intelligent devices, and related accessories.

PART I

Item 1

The Microsoft Cloud provides integration across the technology stack while offering openness, improving time to value, reducing costs, and increasing agility. Our cloud business benefits from three economies of scale: datacenters that deploy computational resources at significantly lower cost per unit than smaller ones; datacenters that coordinate and aggregate diverse customer, geographic, and application demand patterns, improving the utilization of computing, storage, and network resources; and multi-tenancy locations that lower application maintenance labor costs.

We prioritize security above all else and we offer our customers integrated AI-driven products addressing security, compliance, identity, management, and privacy across customers’ multi-cloud, application, and device assets.

The Ambitions That Drive Us

To achieve our vision, our research and development efforts focus on three interconnected ambitions:

•

Reinvent productivity and business processes to help organizations and individuals work and collaborate more securely and efficiently.

•

Build the intelligent cloud and intelligent edge platform to provide a foundation for our customers’ digital workloads including hybrid consistency, developer productivity, data and AI capabilities, and trusted security and compliance.

•

Create more personal computing to enable users to interact with technology in more intuitive, engaging, and dynamic ways.

Reinvent Productivity and Business Processes

At Microsoft, we provide technology and resources to help our customers create a secure, productive work environment. Our family of products plays a key role in the ways the world works, learns, and connects.

Our growth depends on securely delivering continuous innovation and advancing our leading productivity and collaboration tools and services, including Microsoft 365, LinkedIn, and Dynamics 365. Microsoft 365 is an AI first platform that brings together Office, Windows, Copilot, and Enterprise Mobility + Security to help organizations empower their employees. Copilot for Microsoft 365 combines AI with business data in the Microsoft Graph and Microsoft 365 applications. Microsoft Teams is a comprehensive platform for communication and collaboration, with meetings, calling, chat, file collaboration, and the ability to bring all of the applications teams use into a single place. Microsoft Viva is an employee experience platform that brings together communications, knowledge, learning, resources, and insights.

Together, the Microsoft Cloud, Dynamics 365, Microsoft Teams, and our AI offerings bring a new era of collaborative applications for every role and business function to get insights and business impact faster. Dynamics 365 is a portfolio of intelligent business applications that delivers operational efficiency and breakthrough customer experiences. Our role-based extensions of Microsoft Copilot – Copilot for Sales, Copilot for Service, and Copilot for Finance – bring together the power of Copilot for Microsoft 365 with role-specific insights and workflow assistance to streamline business processes. Copilot Studio allows customers to customize Copilot for Microsoft 365 or build their own Copilot. Microsoft Power Platform helps domain experts drive productivity gains with low-code/no-code tools, robotic process automation, virtual agents, and business intelligence. Copilot Pro is a consumer subscription service that offers faster and more powerful AI assistance in Microsoft 365 apps and on the web. LinkedIn combines our unique data with this new generation of AI to transform the way professionals learn, sell, market, and get hired.

Build the Intelligent Cloud and Intelligent Edge Platform

Digital transformation and adoption of AI continues to revolutionize more business workstreams for organizations in every sector across the globe. For enterprises, digital technology empowers employees, optimizes operations, engages customers, and in some cases, changes the very core of products and services. We continue to invest in high performance and sustainable computing to meet the growing demand for fast access to Microsoft services provided by our network of cloud computing and AI infrastructure and datacenters.

Our cloud business benefits from three economies of scale: datacenters that deploy computational resources at significantly lower cost per unit than smaller ones; datacenters that coordinate and aggregate diverse customer, geographic, and application demand patterns, improving the utilization of computing, storage, and network resources; and multi-tenancy locations that lower application maintenance labor costs.

The Microsoft Cloud provides the best integration across the technology stack while offering openness, improving time to value, reducing costs, and increasing agility. As the foundation of the Microsoft Cloud, Azure uniquely offers hybrid consistency, developer productivity, data and AI capabilities, and trusted security and compliance.

We offer supercomputing power for AI at scale to run large workloads, complemented by our rapidly expanding portfolio of AI cloud services and hardware, which includes custom-built silicon and strong partnerships with chip manufacturers. We have introduced purpose-built cloud infrastructure for AI workloads including a custom AI accelerator, Azure Maia, and a custom in-house central processing unit, Azure Cobalt.

PART I

Item 1

Our AI platform, Azure AI, is helping organizations transform, bringing intelligence and insights to the hands of their employees and customers to solve their most pressing challenges. We offer a wide selection of industry-leading frontier and open models, including from partners, as well as state-of-the-art tooling, and AI-optimized infrastructure, delivering the Copilot stack for Microsoft, enterprises, and developers. Organizations large and small are deploying Azure AI solutions to achieve more at scale, more easily, with the proper enterprise-level responsible AI and safety and security protections. Azure AI Studio provides a full lifecycle toolchain customers can use to ground these models on their own data, create prompt workflows, and help ensure they are deployed and used safely.

GitHub Copilot is at the forefront of AI-powered software development, giving developers a tool to write code easier and faster. From GitHub to Visual Studio, we provide a developer tool chain for everyone, no matter the technical experience, across all platforms.

We have a long-term partnership with OpenAI, a leading AI research and deployment company. We deploy OpenAI’s models across our consumer and enterprise products. As OpenAI’s exclusive cloud provider, Azure powers all of OpenAI's workloads. We have also increased our investments in the development and deployment of specialized supercomputing systems to accelerate OpenAI’s research.

Our hybrid infrastructure offers integrated, end-to-end security, compliance, identity, and management capabilities to support the real-world needs and evolving regulatory requirements of commercial customers and enterprises. Our industry clouds bring together capabilities across the entire Microsoft Cloud, along with industry-specific customizations. Azure Arc simplifies governance and management by delivering a consistent multi-cloud and on-premises management platform.

The Microsoft Intelligent Data Platform fully integrates databases, analytics, and governance. Microsoft Fabric is an end-to-end, unified analytics platform that brings together all the data and analytics tools that organizations need.

Nuance is a leader in conversational AI and ambient intelligence across industries, including healthcare, financial services, retail, and telecommunications. Microsoft and Nuance enable organizations to accelerate their business goals with security-focused, cloud-based solutions infused with AI.

As the rate and pace of cyberthreats continue to accelerate, security is a top priority for every organization. Microsoft offers customers integrated products addressing security, compliance, identity, management, and privacy across customers’ multi-cloud, application, and device assets. With Copilot for Security, Microsoft offers an AI cybersecurity product that enables security professionals to respond to cyberthreats quickly.

Windows 365 enables users to stream a full Windows experience from the Microsoft Cloud to any device.

Create More Personal Computing

We strive to make computing more personal, enabling users to interact with technology in more intuitive, engaging, and dynamic ways.

Windows 11 offers innovations focused on performance, productivity, and creativity, including Copilot in Windows. Windows 11 security and privacy features include operating system security, application security, and user and identity security. Dev Home is an open-source experience in Windows to help developer productivity. We are committed to designing and marketing first-party devices to help drive innovation, create new device categories, and stimulate demand in the Windows ecosystem. The Surface family includes Surface Pro, Surface Laptop, and other Surface products. Copilot+ PCs are a new class of Windows 11 PCs that are powered by a neural processing unit. These PCs use on-device AI for enhanced performance and features.

Copilot is an AI assistant that helps users navigate the web, answer questions, and create content. Microsoft Edge is our fast and secure browser that helps protect users’ data and offers enhanced browsing capabilities including quick access to AI-powered tools, apps, and more. The AI-powered Bing search engine with Copilot delivers better search, more complete answers, and the ability to generate content.

PART I

Item 1

Microsoft is expanding how billions of people globally access and play video games on PC, console, mobile, and cloud. We put game development front and center, backed by innovative hardware, experiences, and a subscription service, Xbox Game Pass, that allows those games to reach more players across more devices. Activision Blizzard, Inc. (“Activision Blizzard”), a leader in game development and an interactive entertainment content publisher, joined Microsoft in October 2023.

Our Future Opportunity

We are focused on helping customers use the breadth and depth of the Microsoft Cloud to get the most value out of their digital spend while leading the AI platform wave across our solution areas. We continue to develop complete, intelligent solutions for our customers that empower people to be productive and collaborate, while safeguarding businesses and simplifying IT management. Our goal is to lead the industry in several distinct areas of technology over the long term, which we expect will translate to sustained growth. We are investing significant resources in:

•

Transforming the workplace to deliver new, modern, modular business applications, drive deeper insights, and improve how people communicate, collaborate, learn, work, and interact with one another.

•

Building and running cloud-based services in ways that utilize ubiquitous computing to unleash new experiences and opportunities for businesses and individuals.

•

Applying AI and ambient intelligence to drive insights, revolutionize many types of work and business processes, and provide substantive productivity gains using ~~natural~~Microsoft ~~methods~~365 ofCopilot ~~communication~~and agents.

•

Providing training on generative AI and greater access to digital learning and resources through skilling programs and initiatives, grants, and LinkedIn learning pathways.

•

Inventing new gaming experiences that bring people together around their shared love for games on any device and pushing the boundaries of innovation with console and PC gaming.

•

Leveraging Windows to fuel our cloud business, grow our share of the PC market, and drive increased engagement with our services like Microsoft Edge, Bing, Copilot, Microsoft Teams, Microsoft 365 Consumer, Xbox Game Pass, and more.

•

Tackling security from all angles with our integrated, end-to-end solutions spanning security, compliance, identity, and management, across all clouds and platforms.

Inventing new gaming experiences that bring people together around their shared love for games on any devices and pushing the boundaries of innovation with console and PC gaming.

Using Windows to fuel our cloud business, grow our share of the PC market, and drive increased engagement with our services like Microsoft Edge, Bing, Microsoft Teams, Microsoft 365 Consumer, Xbox Game Pass, and more.

Our future growth depends on our ability to transcend current product category definitions, business models, and sales motions.

Corporate Social Responsibility

Commitment to Sustainability

Microsoft’s is committed to sustainability and our approach to addressing climate change starts with the sustainability of our own business. In 2020, we ~~committed~~announced goals to ~~being~~become a carbon negative, water positive, and zero waste company by 2030. Since announcing these goals, we have made meaningful progress while having seen major changes in both the technology sector and in our understanding of what it will take to meet our goals. Progress toward these goals can be found in our annual Environmental Sustainability Report.

Since announcing that commitment, we have seen major changes both in the technology sector and in our understanding of what it will take to meet our climate goals. New technologies, including generative AI, hold promise for new innovations that can help address the climate crisis. At the same time, the infrastructure and electricity needed for these technologies create new challenges for meeting sustainability commitments across the tech sector. 4

In May 2024, we released our Environmental Sustainability Report which looked back at our progress in several areas during fiscal year 2023. In four areas we are on track, and in each of these we see progress that has the potential to have global impact beyond our own sustainability work. These are:

Reducing our direct operational emissions (Scope 1 and 2).

Accelerating carbon removal.

Designing for circularity to minimize waste and reusing cloud hardware.

Improving biodiversity and protecting more land than we use.

At the same time, there are two areas where we’re not yet on track, and in each of these we are intensively engaged in work to identify and pursue additional breakthroughs. These are:

Reducing our indirect emissions (Scope 3).

Reducing our water use and replenishing more water than we consume in our datacenter operations.

PART I

Item 1

Even amid the challenges, we remain optimistic. We’re encouraged by ongoing progress across our campuses and datacenters, and throughout our value chain.

Addressing Racial Injustice and Inequity

In June 2020, we outlined a series of multi-year commitments designed to address the racial injustice and inequity experienced by racial and ethnic minorities in the United States, including Black and African American communities. We remain committed to addressing racial injustice and inequity and helping improve lived experiences at Microsoft, in employees’ communities, and beyond.

In fiscal year 2024, we continued to collaborate with partners and worked within neighborhoods and communities to advance projects and programs. We grew our Nonprofit Tech Acceleration for Black and African American Communities program, to help more than 3,000 local organizations in nearly 1,900 Black and African American communities use technical solutions to modernize and streamline operations. We also expanded our Technology Education and Learning Support (“TEALS”) program to reach nearly 550 high schools across 21 racial equity expansion regions with the support of nearly 1,500 volunteers, 12% of whom identify as Black or African American.

We have committed $150 million in Minority Depository Institutions and funds supporting Black and African American-owned small businesses. These commitments drive sustained impact by directly enabling an increase of funds into local communities, improving diverse, small-business access to capital, and increasing skill development. We continue to partner with diverse-owned banking partners and asset managers to catalyze growth and industry participation. Additionally, we enriched our supplier pipeline, achieving our goal to spend $500 million with double the number of Black- and African American-owned suppliers. We have also provided 162 low- or no-interest loans to our small to medium-sized partners through our Partner Capital Fund.

We also continue to make progress toward our overall commitment to double the number of Black and African American and Hispanic and Latinx leaders in the U.S. by 2025.

Investing in Digital Skills

Microsoft’s Skills for Jobs initiative aims to support a more skills-based labor market, with greater flexibility and accessible learning paths to develop the right skills needed for the most in-demand jobs. This initiative brings together classes, Career Essentials Certificates, and other resources from LinkedIn, GitHub, and Microsoft Learn, and is built on data insights drawn from LinkedIn’s Economic Graph. Our goal was to train and certify 10 million learners by 2025. As of May 2024, we have surpassed that goal, training and certifying 12.6 million learners. We also launched a campaign in the United States in 2021 to help skill and recruit 250,000 people into the nation’s cybersecurity workforce by 2025, representing half of the country’s workforce shortage. To that end, we are making curriculum available free of charge to all of the nation’s higher education institutions, providing training for new and existing faculty, and providing scholarships and supplemental resources to 25,000 students. The cyber skills initiative has expanded to 27 additional countries that show elevated cyberthreat risks coupled with significant gaps in their cybersecurity workforces, where we’ve partnered with nonprofits and other educational institutions to train the next generation of cybersecurity workers.

Generative AI is creating unparalleled opportunities to empower workers globally, but only if everyone has the skills to use it. In June 2023, we launched an AI Skills initiative to help everyone learn how to harness the power of AI. This includes a new LinkedIn learning pathway offering new coursework on learning the foundations of generative AI. We also launched a new global grant challenge to uncover new ways of training workers on generative AI and provide greater access to digital learning events and resources. Additionally, we extended our reach in rural communities, including through our TechSpark initiative in the United States. As of June 2024, we’ve helped more than 2.5 million people in 92% of the world’s countries learn how to use AI.

HUMAN CAPITAL RESOURCES

Microsoft aims to recruit, develop, and retain world-changing talent from a diversity of backgrounds. To foster their and our success, we seek to create an environment where people can thrive and do their best work. We strive to maximize the potential of our human capital resources by creating a respectful, rewarding, and inclusive work environment that enables our global employees to create products and services that further our mission. Microsoft’s culture is grounded in growth mindset. This means everyone is on a continuous journey to learn and grow, operating as one company instead of multiple siloed businesses. Our culture also embeds the security of customers and Microsoft as a priority for every employee and across all of our organizations.

PART I

Item 1

As of June 30, 2024, we employed approximately 228,000 people on a full-time basis, 126,000 in the U.S. and 102,000 internationally. Of the total employed people, 86,000 were in operations, including product support and consulting services, datacenter operations, and manufacturing and distribution; 81,000 were in product research and development; 45,000 were in sales and marketing; and 16,000 were in general and administration. Certain employees are subject to collective bargaining agreements.

We design our programs to attract, reward, and retain top talent, enable our employees’ continual growth, and reinforce our culture and values. Our total compensation opportunity is highly differentiated and market competitive. Our intended result is a global performance and development approach that fosters our culture, drives company performance, and competitive compensation that ensures equitable pay by role while supporting pay for performance.

Diversity and inclusion are core to our business. As reported in our Global Diversity and Inclusion Reports, we monitor pay equity and career progress across multiple dimensions. We encourage every person at Microsoft to play an active role in creating an inclusive environment.

We have invested significantly in employee wellbeing and offer a differentiated benefits package which includes many physical, emotional, and financial wellness programs. Our Occupational Health and Safety program helps to protect employees’ safety while they are working. We also have introduced Hybrid Workplace Flexibility guidance to better support leaders, managers, and employees in hybrid work scenarios.

We believe providing employees with access to continual learning enables them to drive impact for the company. We provide individuals and teams with access to first and third-party content resources across professions, disciplines, and roles, and offer skilling opportunities to support employees’ growth while driving organizations’ needs.

Our employee listening systems enable us to gather feedback directly from our workforce to inform our programs and employee needs globally, giving us real-time insights into ways we can support our employees. As a company, we will continue to leverage data and research to inform decision making, balancing the needs of the business, team, and individual.

OPERATING SEGMENTS

We operate our business and report our financial performance using three segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. Our segments provide management with a comprehensive financial view of our key businesses. The segments enable the alignment of strategies and objectives across the development, sales, marketing, and services organizations, and they provide a framework for timely and rational allocation of resources within businesses.

~~Additional~~In ~~information~~August on2024, ~~our~~we ~~operating~~announced changes to the composition of our segments. ~~and~~These ~~geographic~~changes ~~and~~align ~~product~~our ~~information~~segments iswith ~~contained~~how inwe ~~Note~~currently 19manage –our ~~Segment~~business, ~~Information~~most ~~and~~notably ~~Geographic~~bringing ~~Data~~the commercial components of Microsoft 365 together in the ~~Notes~~Productivity toand ~~Financial~~Business ~~Statements~~Processes ~~(Part~~segment. IIBeginning in fiscal year 2025, ~~Item~~the 8information that our chief operating decision maker is regularly provided and reviews for purposes of ~~this~~allocating ~~Form~~resources ~~10-K)~~and assessing performance reflects these segment changes.

Additional information on our operating segments and geographic and product information is contained in Note 18 – Segment Information and Geographic Data of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

Our reportable segments are described below.

Productivity and Business Processes

Our Productivity and Business Processes segment consists of products and services in our portfolio of productivity, communication, and information services, spanning a variety of devices and platforms. This segment primarily comprises:

•

~~Office~~Microsoft 365 Commercial ~~(Office~~products ~~365~~and ~~subscriptions~~cloud services, ~~the~~including ~~Office~~Microsoft 365 ~~portion~~Commercial ofcloud, comprising Microsoft 365 Commercial, ~~subscriptions~~Enterprise Mobility + Security, ~~and~~the ~~Office~~cloud ~~licensed~~portion ~~on-premises)~~of Windows Commercial, ~~comprising~~the ~~Office~~per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, ~~Office~~Microsoft 365 Security and Compliance, and Microsoft ~~Viva,~~365 ~~and~~ Copilot; ~~for~~and Microsoft 365 Commercial products, comprising Windows Commercial on-premises and Office licensed on-premises.

•

~~Office~~Microsoft 365 Consumer products and cloud services, including Microsoft 365 Consumer ~~and Copilot Pro~~ subscriptions, Office licensed on-premises, and other ~~Office~~consumer services.

•

LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions.

•

Dynamics ~~business~~products ~~solutions~~and cloud services, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate; and on-premises ERP and CRM applications.

8Microsoft 365 Commercial Products and Cloud Services

Microsoft 365 Commercial is an AI-powered business and productivity solutions platform that brings together Office, Windows, Microsoft 365 Copilot, and Enterprise Mobility + Security to help organizations empower their employees. Growth depends on our ability to reach new users in new markets such as frontline workers, small and medium businesses, and growth markets, as well as add AI-enabled tools, features, and agentic scenarios to our core product and service offerings across communication, collaboration, analytics, security, compliance, and other AI business productivity categories. Microsoft 365 Commercial revenue is mainly affected by a combination of continued installed base growth and average revenue per user expansion, as well as the continued shift from Office licensed on-premises to Microsoft 365.

Microsoft 365 Consumer Products and Cloud Services

Microsoft 365 Consumer is designed to increase personal productivity and creativity through a range of products and services. Growth depends on our ability to reach new users, add value to our core product set with new features including AI tools, and continue to expand our product and service offerings into new markets. Microsoft 365 Consumer cloud revenue and Office Consumer products revenue is mainly affected by the percentage of customers that buy Office with their new devices and the continued shift from Office licensed on-premises to Microsoft 365 Consumer subscriptions. Microsoft 365 Consumer cloud revenue is also affected by the demand for communication and storage through Outlook.com and OneDrive, which is largely driven by subscriptions and advertising.

PART I

Item 1

Office Commercial

Office Commercial is designed to increase personal, team, and organizational productivity through a range of products and services. Growth depends on our ability to reach new users in new markets such as frontline workers, small and medium businesses, and growth markets, as well as add value to our core product and service offerings to span AI and productivity categories such as communication, collaboration, analytics, security, and compliance. Office Commercial revenue is mainly affected by a combination of continued installed base growth and average revenue per user expansion, as well as the continued shift from Office licensed on-premises to Office 365.

Office Consumer

Office Consumer is designed to increase personal productivity and creativity through a range of products and services. Growth depends on our ability to reach new users, add value to our core product set with new features including AI tools, and continue to expand our product and service offerings into new markets. Office Consumer revenue is mainly affected by the percentage of customers that buy Office with their new devices and the continued shift from Office licensed on-premises to Microsoft 365 Consumer subscriptions. Office Consumer Services revenue is mainly affected by the demand for communication and storage through Skype, Outlook.com, and OneDrive, which is largely driven by subscriptions, advertising, and the sale of minutes.

LinkedIn connects the world’s professionals to make them more productive and successful and transforms the way companies hire, market, sell, and learn. Our vision is to create economic opportunity for every member of the global workforce through the ongoing development of the world’s first Economic Graph, a digital representation of the global economy. In addition to LinkedIn’s free services, LinkedIn offers monetized solutions designed to offer AI-enabled insights and productivity: Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions. Talent Solutions provide insights for workforce planning and tools to hire, nurture, and develop talent. Talent Solutions also includes Learning Solutions, which help businesses close critical skills gaps in times where companies are having to do more with existing talent. Marketing Solutions help companies reach, engage, and convert their audiences at scale. Premium Subscriptions enable professionals to manage their professional identity, grow their network, find jobs, access knowledge, and connect with talent through additional services like premium search. Sales Solutions help companies strengthen customer relationships, empower teams with digital selling tools, and acquire new opportunities. Growth will depend on our ability to increase ~~the~~LinkedIn ~~number~~member ofengagement ~~LinkedIn~~on ~~members~~the platform and our ability to continue offering insight and AI-enabled services that provide value for our members and ~~increase their engagement~~customers. LinkedIn revenue is mainly affected by demand from enterprises and professionals for subscriptions to Talent Solutions, Sales Solutions, and Premium Subscriptions offerings, as well as member engagement and the quality of the sponsored content delivered to those members to drive Marketing Solutions.

Dynamics Products and Cloud Services

Dynamics provides cloud-based and on-premises business solutions for financial management, enterprise resource planning (“ERP”), customer relationship management (“CRM”), and supply chain management, as well as agentic AI and other low code application development platforms ~~and AI offerings~~, for small and medium businesses, large organizations, and divisions of global enterprises. Dynamics revenue is driven by the number of users licensed and applications consumed, expansion of average revenue per user, and the continued shift to Dynamics 365, a unified set of cloud-based intelligent business applications, including our low code development platforms, such as Power Apps and Power Automate.

PART I

Item 1

Competition

Competitors to Office include software and global application vendors, ~~such as Apple, Cisco Systems, Google, Meta, Proofpoint, Slack, Symantec, Zoom, and numerous~~ web-based and mobile application ~~competitors~~companies, ~~as well as local application developers. Apple distributes versions of its pre~~AI-~~installed~~first application ~~software~~companies, ~~such~~ as ~~email~~well and calendar products, through its PCs, tablets, and phones. Cisco Systems is using its position in enterprise communications equipment to grow its unified communications business. Google provides a hosted messaging and productivity suite. Meta offers communication tools to enable productivity and engagement within organizations. Proofpoint and Symantec provide security solutions across email security, information protection, and governance. Slack provides teamwork and collaboration software. Zoom offers videoconferencing and cloud phone solutions. Web-based offerings competing with individual applications have also positioned themselves as ~~alternatives~~local toapplication ~~our products and services~~developers. We compete by providing ~~powerful, flexible,~~ secure, integrated industry-specific, and easy-to-use productivity and collaboration tools and services that create comprehensive solutions and work well with technologies our customers already have both on-premises or in the cloud.

~~LinkedIn~~Windows faces competition from ~~online~~various ~~professional~~software ~~networks,~~products ~~recruiting companies, talent management companies,~~ and ~~larger~~from ~~companies~~alternative ~~that~~platforms ~~are focusing on talent management~~ and ~~human resource services; job boards; traditional recruiting firms; and companies that provide learning and development products and services~~devices. ~~Marketing~~Microsoft ~~Solutions~~Defender ~~competes~~for ~~with~~Endpoint ~~online and offline outlets that generate revenue from advertisers and marketers, and Sales Solutions~~ competes with ~~online~~endpoint ~~and~~security ~~offline~~solution ~~outlets for companies with lead generation and customer intelligence and insights~~providers.

~~Dynamics~~Our ~~competes~~Enterprise ~~with~~Mobility ~~cloud-based~~+ ~~and~~Security ~~on-premises~~offerings ~~business~~compete ~~solution~~with ~~providers~~products ~~such~~from asa ~~Oracle,~~range ~~Salesforce,~~of ~~SAP,~~competitors ~~Service~~including ~~Now~~identity vendors, UIsecurity ~~Path~~solution vendors, and ~~WorkDay~~numerous other security point solution vendors.

LinkedIn faces competition from online professional networks; recruiting, talent management, and human resource services companies; job boards; companies that provide learning and development products and services; online and offline outlets that generate revenue from advertisers and marketers; and online and offline outlets for companies with lead generation and customer intelligence and insights.

Dynamics competes with cloud-based and on-premises business solution providers.

Intelligent Cloud

Our Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that ~~can~~ power modern business and developers. This segment primarily comprises:

•

Server products and cloud services, including Azure and other cloud services, comprising cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services; and Server products, comprising SQL Server, Windows Server, Visual Studio, System Center, ~~and~~ related Client Access Licenses (“CALs”);, and ~~Nuance~~other ~~and~~on-premises ~~GitHub~~offerings.

•

Enterprise and partner services, including Enterprise Support Services, Industry Solutions, Nuance professional services, Microsoft Partner Network, and Learning Experience.

~~Server Products and Cloud Services~~6

Azure is a comprehensive set of cloud services that offer developers, IT professionals, and enterprises freedom to build, deploy, and manage applications on any platform or device. Customers can use Azure through our global network of datacenters for computing, networking, storage, mobile and web application services, AI, Internet of Things (“IoT”), cognitive services, and machine learning. Azure enables customers to devote more resources to development and use of applications that benefit their organizations, rather than managing on-premises hardware and software. Azure revenue is mainly affected by infrastructure-as-a-service and platform-as-a-service consumption-based services, and per user-based services such as Enterprise Mobility + Security.

Azure AI offerings provide a competitive advantage as companies seek ways to optimize and scale their business with machine learning. With Azure’s purpose-built, AI-optimized infrastructure, customers can use a variety of large language models and developer tools to create the next generation of AI apps and services.

Our server products are designed to make IT professionals, developers, and their systems more productive and efficient. Server software is integrated server infrastructure and middleware designed to support software applications built on the Windows Server operating system. This includes the server platform, database, business intelligence, storage, management and operations, virtualization, service-oriented architecture platform, security, and identity software. We also license standalone and software development lifecycle tools for software architects, developers, testers, and project managers. Server products revenue is mainly affected by purchases through volume licensing programs, licenses sold to original equipment manufacturers (“OEM”), and retail packaged products. CALs provide access rights to certain server products, including SQL Server and Windows Server, and revenue is reported along with the associated server product.

PART I

Item 1

~~Nuance~~Server ~~and~~Products ~~GitHub include both cloud~~ and ~~on-premises~~Cloud ~~offerings. Nuance provides healthcare and enterprise AI solutions. GitHub provides a collaboration platform and code hosting service for developers.~~ Services

Azure is a comprehensive set of cloud services that offer developers, IT professionals, and enterprises freedom to build, deploy, and manage applications on any platform or device. Customers can use Azure through our global network of datacenters for computing, networking, storage, mobile and web application services, AI, Internet of Things, cognitive services, and machine learning. Azure enables customers to devote more resources to development and use of applications that benefit their organizations, rather than managing on-premises hardware and software. Azure revenue is mainly affected by infrastructure-as-a-service and platform-as-a-service consumption-based services.

Azure AI offerings provide a competitive advantage as companies seek ways to optimize and scale their business with AI. We offer supercomputing power for AI at scale to run large workloads, complemented by our rapidly expanding portfolio of AI cloud services (including the latest models) and hardware, which includes custom-built silicon and strong partnerships with chip manufacturers. Azure AI Foundry is a unified platform for developers to design, customize, and manage AI applications and agents.

Our server products are designed to make IT professionals, developers, and their systems more productive and efficient. Server software is integrated server infrastructure and middleware designed to support software applications built on the Windows Server operating system. This includes the server platform, database, business intelligence, storage, management and operations, virtualization, service-oriented architecture platform, security, and identity software. We also license standalone and software development lifecycle tools for software architects, developers, testers, and project managers. Server products revenue is mainly affected by purchases through volume licensing programs, licenses sold to OEMs, and retail packaged products. CALs provide access rights to certain server products, including SQL Server and Windows Server, and revenue is reported along with the associated server product.

GitHub and Nuance Healthcare include both cloud and on-premises offerings. GitHub provides a collaboration platform for developers to manage code and incorporate AI and agent-based tools across the software development lifecycle. Nuance Healthcare provides AI solutions to the healthcare industry.

Enterprise and Partner Services

Enterprise and ~~Partner~~partner ~~Services~~services, including Enterprise Support Services, Industry Solutions, Nuance professional services, Microsoft Partner Network, and Learning Experience, assist customers in developing, deploying, and managing Microsoft server solutions, Microsoft desktop solutions, and Nuance conversational AI and ambient intelligent solutions, along with providing training and certification to developers and IT professionals on various Microsoft products.

Competition

Azure faces diverse competition from ~~companies~~cloud ~~such~~service asproviders ~~Amazon, Broadcom, Google, IBM, Oracle,~~ and open source offerings. Azure’s competitive advantage includes enabling a hybrid cloud, allowing deployment of existing datacenters with our public cloud into a single, cohesive infrastructure, and the ability to run at a scale that meets the needs of businesses of all sizes and complexities. Our AI offerings compete with AI products from hyperscalers ~~such as Amazon and Google~~, as well as products from other emerging competitors, ~~including Anthropic, OpenAI, Meta,~~ and other open source offerings, many of which are also current or potential partners. Our Azure Security offerings include our cloud security solution and security information and event management solution, which compete with ~~companies~~providers ~~such~~in asthe ~~Palo~~cybersecurity ~~Alto Networks~~ and ~~Cisco.~~cloud ~~Our Enterprise Mobility + Security offerings also compete with products from a range of competitors including identity vendors,~~ security ~~solution vendors, and numerous other security point solution vendors~~space. We believe our cloud’s global scale, coupled with our broad portfolio of identity and security solutions, allows us to effectively solve complex cybersecurity challenges for our customers and differentiates us from the competition.

Our server products face competition from a wide variety of server operating systems and applications offered by companies with a range of market approaches. Vertically integrated computer manufacturers ~~such as Hewlett-Packard, IBM, and Oracle~~ offer their own versions of the Unix operating system preinstalled on server hardware and nearly all computer manufacturers offer server hardware for the Linux operating system.

We compete to provide enterprise-wide computing and point solutions with numerous commercial software vendors that offer solutions and middleware technology platforms, software applications for connectivity, security, hosting, database, and e-business servers. IBM and Oracle lead a group of companies that compete with our enterprise-wide computing solutions. Commercial competitors for our server applications for PC-based distributed client-server environments include Broadcom, IBM, and Oracle. Our web application platform software competes with open source software such as Apache, Linux, MySQL, and PHP. In middleware, we compete against Java vendors.

Our database, business intelligence, and data warehousing solutions offerings compete with products from Databricks, IBM, Oracle, SAP, Snowflake, and other companies. Our system management solutions compete with server management and server virtualization platform providers, such as BMC, Broadcom, Hewlett-Packard, and IBM. Our products for software developers compete against offerings from Adobe, IBM, Oracle, and other companies, and also against open source projects, including Eclipse (sponsored by IBM, Oracle, and SAP), PHP, and Ruby on Rails. 7

We believe our server products provide customers with advantages in performance, total costs of ownership, and productivity by delivering superior applications, development tools, compatibility with a broad base of hardware and software applications, security, and manageability.

Our Enterprise and Partner Services business competes with a wide range of companies that provide strategy and business planning, application development, and infrastructure services, including multinational consulting firms and small niche businesses focused on specific technologies.

PART I

Item 1

Our database, business intelligence, and data warehousing solutions offerings compete with products from providers in the data and analytics industry. Our system management solutions compete with server management and server virtualization platform providers. Our products for software developers compete against offerings from major technology providers, as well as open source alternatives.

Our Enterprise and partner services business competes with a wide range of companies that provide strategy and business planning, application development, and infrastructure services, including multinational consulting firms and small niche businesses focused on specific technologies.

More Personal Computing

Our More Personal Computing segment consists of products and services that put customers at the center of the experience with our technology. This segment primarily comprises:

•

Windows and Devices, including Windows OEM licensing ~~and~~(Windows ~~other~~Pro and non-~~volume~~Pro ~~licensing~~licenses ofsold through the ~~Windows~~OEM ~~operating~~channel) ~~system;~~and ~~Windows Commercial~~Devices, comprising ~~volume~~Surface ~~licensing of the Windows operating system, Windows cloud services,~~ and ~~other~~PC ~~Windows commercial offerings; patent licensing; and Windows Internet of Things~~accessories.

•

~~Devices~~Gaming, including ~~Surface~~Xbox hardware and Xbox content and services, ~~HoloLens~~comprising first- and third-party content (including games and in-game content), Xbox Game Pass and PCother ~~accessories.~~subscriptions, Xbox Cloud Gaming, advertising, and other cloud services.

•

~~Gaming,~~Search ~~including Xbox hardware~~ and ~~Xbox~~news ~~content and services~~advertising, comprising ~~first-party~~Bing ~~content (such as Activision Blizzard)~~ and ~~third-party content~~Copilot, ~~including~~Microsoft ~~games~~News, ~~and~~Microsoft ~~in-game~~Edge, ~~content; Xbox Game Pass~~ and ~~other subscriptions; Xbox Cloud Gaming; advertising;~~ third-party ~~disc royalties; and other cloud services~~affiliates.

~~Search~~Windows and ~~news advertising, comprising Bing (including Copilot), Microsoft News, Microsoft Edge, and third-party affiliates.~~Devices

Windows

The Windows operating system is designed to deliver a more personal computing experience for users by enabling consistency of experience, applications, and information across their devices. Windows OEM revenue is impacted significantly by the number of Windows operating system licenses purchased by OEMs, which they pre-install on the devices they sell. In addition to computing device market volume, Windows OEM revenue is impacted by:

•

The mix of computing devices based on form factor and screen size.

•

Differences in device market demand between developed markets and growth markets.

•

Growth of the AI PC category.

•

Attachment of Windows to devices shipped.

•

Customer mix between consumer, small and medium businesses, and large enterprises.

•

Changes in inventory levels in the OEM channel.

•

Pricing changes and promotions, pricing variation that occurs when the mix of devices manufactured shifts from local and regional system builders to large multinational OEMs, and different pricing of Windows versions licensed.

•

Constraints in the supply chain of device components.

•

Piracy.

~~Windows~~We ~~Commercial~~design ~~revenue,~~and ~~which~~sell ~~includes~~devices, ~~volume~~such ~~licensing~~as ofSurface ~~the~~(including ~~Windows~~Copilot+ ~~operating~~PCs) ~~system~~ and ~~Windows~~PC ~~cloud~~accessories. ~~services~~Our ~~such~~devices asare ~~Microsoft~~designed ~~Defender~~to ~~for~~enable ~~Endpoint,~~people isand ~~affected~~organizations ~~mainly~~to byconnect to the ~~demand~~people ~~from~~and ~~commercial~~content ~~customers~~that ~~for~~matter ~~Microsoft~~most ~~365~~using Windows and ~~our~~integrated ~~advanced~~Microsoft ~~security~~products ~~offerings~~and services. ~~Windows~~Surface ~~Commercial~~is ~~revenue~~designed ~~often~~to ~~reflects~~help ~~the~~organizations, ~~number~~students, ofand ~~information~~consumers ~~workers~~be inmore aproductive. ~~licensed~~Growth ~~enterprise~~in ~~and~~Devices is ~~relatively~~dependent ~~independent~~on oftotal PC shipments, the ~~number~~ability ofto ~~PCs~~attract ~~sold~~new incustomers, aour ~~given~~product ~~year~~roadmap, and expanding into new categories.

~~Patent licensing includes our programs to license patents we own for use across a broad array of technology areas, including mobile devices and cloud offerings.~~8

Windows IoT extends the power of Windows and the cloud to intelligent systems by delivering specialized operating systems, tools, and services for use in embedded devices.

Devices

We design and sell devices, such as Surface (including Copilot+ PCs), HoloLens, and PC accessories. Our devices are designed to enable people and organizations to connect to the people and content that matter most using Windows and integrated Microsoft products and services. Surface is designed to help organizations, students, and consumers be more productive. Growth in Devices is dependent on total PC shipments, the ability to attract new customers, our product roadmap, and expanding into new categories.

PART I

Item 1

Gaming

~~Our~~Microsoft ~~gaming platform~~ is ~~designed~~expanding tohow ~~provide~~billions aof ~~variety~~people ofglobally ~~entertainment~~access ~~through~~and aplay ~~unique~~video ~~combination~~games ofon ~~content~~PC, ~~community~~console, mobile, and cloud ~~services~~. Our game content is developed through a collection of first-party studios creating iconic and differentiated gaming experiences. We continue to invest in ~~new~~ gaming studios and content to expand our intellectual property roadmap and leverage new content creators. These unique gaming experiences are the cornerstone of Xbox Game Pass, a subscription service and gaming community with access to a curated library of ~~over 400~~ first- and third-party ~~console and PC~~ titles.

The gamer remains at the heart of the Xbox ecosystem. We are identifying new opportunities to attract gamers across a variety of different end points through our first- and third-party content and business diversification across subscriptions, ads, and digital stores. We’ve seen new devices from third-party manufacturers along with key PC and mobile end points that help us empower gamers to play in a way that is most convenient to them. We are focused on growing the platform and expanding to new ecosystems to engage as many gamers as possible.

Xbox enables people to connect and share online gaming experiences that are accessible on Xbox consoles, Windows-enabled devices, and other devices. Xbox is designed to benefit users by providing access to a network of certified applications and services and to benefit our developer and partner ecosystems by providing access to a large customer base. Xbox revenue is mainly affected by subscriptions and sales of first- and third-party content, as well as advertising. Growth of our Gaming business is determined by the overall active user base through Xbox enabled content, availability of games, providing exclusive game content that gamers seek, the computational power and reliability of the devices used to access our content and services, and the ability to create new experiences.

Search and News Advertising

Our Search and news advertising business is designed to deliver relevant search, native, and display advertising to a global audience. Microsoft Copilot is a digital companion designed to inform, entertain, and inspire. Our Microsoft Edge browser and Bing search engine with Copilot are key tools to enable user acquisition and engagement, while our technology platform enables accelerated delivery of digital advertising solutions. In addition to first-party tools, we have several partnerships with companies, ~~such as Yahoo,~~ through which we provide and monetize search offerings. Growth depends on our ability to attract new users, understand intent, and match intent with relevant content on advertising offerings.

Competition

Windows faces competition from various software products and from alternative platforms and devices~~, mainly from Apple and Google, and Microsoft Defender for Endpoint competes with CrowdStrike on endpoint security solutions~~. We believe Windows competes effectively by giving customers choice, value, flexibility, security, an easy-to-use interface, and compatibility with a broad range of hardware and software applications, including those that enable productivity.

Devices face competition from various computer, tablet, and hardware manufacturers who offer a unique combination of high-quality industrial design and innovative technologies across various price points. ~~These~~Many ~~manufacturers, many~~ of ~~which~~these manufacturers are also current or potential partners and customers, ~~include~~including ~~Apple and~~ our Windows OEMs.

Xbox and our cloud gaming services face competition from various online gaming ecosystems and game streaming services~~, including those operated by Amazon, Apple, Meta, and Tencent~~. We also compete with other providers of entertainment services such as video streaming platforms. Our gaming platform competes with other console platforms ~~from Nintendo and Sony, both of which have a large, established base of customers~~. We believe our gaming platform is effectively positioned against, and uniquely differentiated from, competitive products and services based on significant innovation in hardware architecture, user interface, developer tools, online gaming and entertainment services, and continued strong content from our own first-party game franchises as well as other digital content offerings.

Our Search and news advertising business competes with ~~Google,~~search ~~OpenAI~~engines, and a wide array of websites, social platforms ~~like Meta~~, and portals that provide content and online offerings to end users.

13HUMAN CAPITAL RESOURCES

As of June 30, 2025, we employed approximately 228,000 people on a full-time basis, 125,000 in the U.S. and 103,000 internationally. Of the total employees, 89,000 were in operations, including product support and consulting services, datacenter operations, and manufacturing and distribution; 80,000 were in product research and development; 44,000 were in sales and marketing; and 15,000 were in general and administration. Certain employees are subject to collective bargaining agreements.

PART I

Item 1

We design our programs to attract, reward, and retain top talent while fostering continuous employee development and reinforcing our organizational culture and values. Our total compensation offering is both highly differentiated and competitive within the market, and we also monitor pay equity across multiple dimensions. We have invested significantly in employee wellbeing and offer a differentiated benefits package which includes many physical, emotional, and financial wellness programs. We also provide access to continuous learning through a wide range of internal and external content, supporting professional growth across roles and disciplines. Through our employee listening systems, we gather direct feedback from our workforce, enabling us to adapt our programs and address employee needs globally with real-time insights. Additionally, our culture prioritizes the security of both our customers and Microsoft, embedding this responsibility across all teams and functions.

OPERATIONS

We have regional operations service centers in the Americas, Asia Pacific, Europe, and the Middle East that support our business operations, including customer contract and order processing, billing, credit and collections, customer lifecycle ~~operations,~~AI ~~information~~and ~~processing~~cloud operations, and vendor management and logistics. The centers in Ireland and Romania support the African, European, and Middle East regions; the centers in India and Ireland support the Asia-Pacific region; and the centers in Arlington, Virginia, Atlanta, Georgia, Charlotte, North Carolina, Fargo, North Dakota, Fort Lauderdale, Florida, Redmond, Washington, Reno, Nevada, and San Jose, Costa Rica support the Americas regions.

In addition to our operations centers, we also operate datacenters throughout each of these regions. We continue to ~~identify~~align ~~and evaluate opportunities to expand~~ our datacenter locations and ~~increase our~~ server capacity to meet the evolving needs of our customers, particularly given the growing demand for AI services. Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (“GPUs”) and other components.

~~Our~~We ~~devices~~engage ~~are primarily manufactured by~~ third-party ~~contract~~ manufacturers. ~~For~~to ~~the~~produce ~~majority of~~ our ~~products,~~devices weand have ~~the~~implemented ~~ability~~measures to ~~use~~enhance ~~other~~supply ~~manufacturers~~chain ifefficiency aand ~~current vendor becomes unavailable or unable to meet our requirements. However~~resilience, ~~some~~including ofthe ~~our products contain certain components for which there are very few qualified suppliers. Extended disruptions at these suppliers could impact our~~ ability to ~~manufacture~~relocate ~~devices~~production ~~on time to meet consumer demand~~geographically.

There are few qualified suppliers for certain components of our servers and devices. Extended or unforeseen disruptions at these suppliers could impact our ability to operate our datacenters and manufacture devices on time to meet consumer demand.

RESEARCH AND DEVELOPMENT

Product and Service Development, ~~and Intellectual Property~~

WeOur ~~develop~~success ~~most~~is based on our ability to create new and compelling products, services, and experiences for our users, initiate and embrace disruptive technology trends, enter new geographic and product markets, and drive broad adoption of our products and services. ~~internally~~We ~~through~~make ~~the~~significant ~~following~~investments ~~engineering~~in ~~groups~~research and development for new and existing products, services, and technologies, including tools and platforms spanning digital work and life experiences, cloud computing, AI, devices, security, and operating systems.

~~Cloud~~We develop most of our products and AIservices –internally ~~focuses~~which onallows ~~making~~us ITto ~~professionals,~~maintain ~~developers,~~competitive ~~partners,~~advantages ~~independent~~that ~~software~~come ~~vendors,~~from product differentiation and ~~their~~closer ~~systems~~technical ~~more~~control ~~productive~~over our products and ~~efficient~~services. ~~through~~It ~~development~~also ofgives ~~Azure~~us AIthe ~~platform~~freedom to decide which modifications and ~~cloud~~enhancements ~~infrastructure,~~are ~~server,~~most ~~database,~~important ~~CRM,~~and ~~ERP,~~when ~~software~~they ~~development~~should ~~tools~~be implemented. We strive to obtain information as early as possible about changing usage patterns and ~~services,~~hardware AIadvances ~~cognitive~~that ~~services~~may affect software and hardware design. Before releasing new software platforms, and ~~other~~as ~~business~~we ~~process~~make ~~applications~~significant modifications to existing platforms, we provide application vendors with a range of resources and ~~services~~guidelines for ~~enterprises~~development, training, and testing.

~~Strategic~~We ~~Missions~~plan ~~and~~to ~~Technologies~~continue –to ~~focuses~~make onsignificant ~~incubating~~investments ~~technical~~in ~~products~~a broad range of product research and ~~support~~development ~~solutions~~activities, ~~with~~and ~~transformative~~as ~~potential~~appropriate, ~~for~~we ~~the~~will ~~future~~coordinate ofour ~~cloud~~research ~~computing~~and development across operating segments and ~~continued~~leverage the results across the company. ~~growth~~This includes continuing to support fundamental research, ~~such~~which asprovides ~~quantum~~us ~~computing~~with a unique perspective on future trends and ~~advanced~~contributes AIto ~~for~~our ~~science~~innovation.

Experiences and Devices – focuses on delivering high value end-user experiences across our products, services, and devices, including Microsoft 365, Windows, Microsoft Teams, and the Surface line of devices.10

Microsoft AI – focuses on delivering online experiences targeted at consumers (including Bing, Copilot, Start/MSN, and other advertising-based services) and developing advanced AI models.

Microsoft Security – focuses on delivering a comprehensive portfolio of services that protect our customers’ digital infrastructure through cloud platform and application security, data protection and governance, identity and network access, and device management.

Technology and Research – focuses on fundamental research, product and business incubations, and forward-looking AI innovations that span infrastructure, services, and applications. This engineering group includes Microsoft Research, one of the world’s largest corporate research organizations, which focuses on fundamental research in AI, computer science, and a broad range of other disciplines.

LinkedIn – focuses on our services that transform the way professionals grow their network and find jobs and the way businesses hire, market, sell, and learn.

Gaming – focuses on developing hardware, content, and services across a large range of platforms to help grow our user base through game experiences and social interaction.

Internal development allows us to maintain competitive advantages that come from product differentiation and closer technical control over our products and services. It also gives us the freedom to decide which modifications and enhancements are most important and when they should be implemented. We strive to obtain information as early as possible about changing usage patterns and hardware advances that may affect software and hardware design. Before releasing new software platforms, and as we make significant modifications to existing platforms, we provide application vendors with a range of resources and guidelines for development, training, and testing. Generally, we also create product documentation internally.

PART I

Item 1

WeIntellectual protect our intellectual property investments in a variety of ways. We work actively in the U.S. and internationally to ensure the enforcement of copyright, trademark, trade secret, and other protections that apply to our software and hardware products, services, business plans, and branding. We are a leader among technology companies in pursuing patents and currently have a portfolio of over 63,000 U.S. and international patents issued and over 23,000 pending worldwide. While we employ much of our internally-developed intellectual property in our products and services, we also engage in outbound licensing of specific patented technologies that are incorporated into licensees’ products. From time to time, we enter into broader cross-license agreements with other technology companies covering entire groups of patents. We may also purchase or license technology that we incorporate into our products and services. At times, we make select intellectual property broadly available at no or low cost to achieve a strategic objective, such as promoting industry standards, advancing interoperability, supporting societal and/or environmental efforts, or attracting and enabling our external development community. Our engagement with open source software also causes us to license our intellectual property rights broadly in certain situations.Property

~~While~~We itprotect ~~may~~our beintellectual ~~necessary~~property investments in a variety of ways. We work actively in the ~~future~~U.S. and internationally to ~~seek~~ensure orthe ~~renew~~enforcement ~~licenses~~of ~~relating~~copyright, patent, trademark, trade secret, and other protections that apply to ~~various~~our ~~aspects~~software and hardware products, services, business plans, and branding. While we employ much of our internally-developed intellectual property in our products and services, we ~~believe,~~also ~~based~~engage ~~upon~~in ~~past~~outbound ~~experience~~licensing ~~and~~of ~~industry~~specific ~~practice~~patented technologies that are incorporated into licensees’ products. From time to time, ~~such~~we ~~licenses~~enter ~~generally~~into ~~can~~broader becross-license ~~obtained~~agreements onwith ~~commercially~~other ~~reasonable~~technology ~~terms~~companies covering entire groups of patents. We ~~believe~~may ~~our~~also ~~continuing~~purchase ~~research~~or license technology that we incorporate into our products and ~~product~~services. ~~development~~At ~~are~~times, ~~not~~we ~~materially~~make ~~dependent~~select onintellectual ~~any~~property ~~single~~broadly ~~license~~available at no or ~~other~~low ~~agreement~~cost ~~with~~to achieve a ~~third~~strategic ~~party~~objective, ~~relating~~such toas ~~the~~promoting ~~development~~industry ofstandards, advancing interoperability, supporting societal and/or environmental efforts, or attracting and enabling our ~~products~~external development community. Our engagement with open source software also causes us to license our intellectual property rights broadly in certain situations.

~~Investing~~While it may be necessary in the ~~Future~~future to seek or renew licenses relating to various aspects of our products and services, we believe, based upon past experience and industry practice, such licenses generally can be obtained on commercially reasonable terms. We believe our continuing research and product development are not materially dependent on any single license or other agreement with a third-party relating to the development of our products.

Our success is based on our ability to create new and compelling products, services, and experiences for our users, to initiate and embrace disruptive technology trends, to enter new geographic and product markets, and to drive broad adoption of our products and services. We invest in a range of emerging technology trends and breakthroughs that we believe offer significant opportunities to deliver value to our customers and growth for the company. Based on our assessment of key technology trends, we maintain our long-term commitment to research and development across a wide spectrum of technologies, tools, and platforms spanning digital work and life experiences, cloud computing, AI, devices, and operating systems.

While our main product research and development facilities are located in Redmond, Washington, we also operate research and development facilities in other parts of the U.S. and around the world. This global approach helps us remain competitive in local markets and enables us to continue to attract top talent from across the world.

We plan to continue to make significant investments in a broad range of product research and development activities, and as appropriate we will coordinate our research and development across operating segments and leverage the results across the company. This includes continuing to support fundamental research, which provides us with a unique perspective on future trends and contributes to our innovation.

DISTRIBUTION, SALES, AND MARKETING

Our customers include individual consumers, small and medium organizations, large global enterprises, public-sector institutions, service providers, application developers, and OEMs. We market and distribute our products and services through the following channels: ~~OEMs,~~ direct, ~~and~~ distributors and resellers, and OEMs. Our sales organization performs a variety of functions, including working directly with commercial enterprises and public-sector organizations worldwide to identify and meet their technology and digital transformation requirements; ~~managing OEM relationships; and~~ supporting system integrators, independent software vendors, and other partners who engage directly with our customers to perform sales, consulting, and fulfillment functions for our products and services; and managing OEM relationships.

OEMs

We distribute our products and services through OEMs that pre-install our software on new devices and servers they sell. The largest component of the OEM business is the Windows operating system pre-installed on devices. OEMs also sell devices pre-installed with other Microsoft products and services, including applications such as Office and the capability to subscribe to Microsoft 365 Consumer.

There are two broad categories of OEMs. The largest category of OEMs are direct OEMs as our relationship with them is managed through a direct agreement between Microsoft and the OEM. We have distribution agreements covering one or more of our products with virtually all the multinational OEMs, including Dell, Hewlett-Packard, Lenovo, and with many regional and local OEMs. The second broad category of OEMs are system builders consisting of lower-volume PC manufacturers, which source Microsoft software for pre-installation and local redistribution primarily through the Microsoft distributor channel rather than through a direct agreement or relationship with Microsoft.

PART I

Item 1

Direct

Many organizations that license our products and services transact directly with us through Enterprise Agreements and Enterprise Services contracts, with sales support from system integrators, independent software vendors, web agencies, and partners that advise organizations on licensing our products and services (“Enterprise Agreement Software Advisors” or “ESA”). Microsoft offers direct sales programs targeted to reach small, medium, and corporate customers, in addition to those offered through the reseller channel. A large network of partner advisors support many of these sales.

We also sell commercial and consumer products and services directly to customers, such as cloud services, search, and gaming, through our digital marketplaces and online stores. Additionally, our Microsoft Experience Centers are designed to facilitate deeper engagement with our partners and customers across industries.

Distributors and Resellers

Organizations also license our products and services indirectly, primarily through licensing solution partners (“LSP”), distributors, value-added resellers (“VAR”), and retailers. Although each type of reselling partner may reach organizations of all sizes, LSPs are primarily engaged with large organizations, distributors resell primarily to VARs, and VARs typically reach small and medium organizations. ESAs are also typically authorized as LSPs and operate as resellers for our other volume licensing programs. Microsoft Cloud Solution Provider is our main partner program for reselling cloud services.

We distribute our retail packaged products primarily through independent non-exclusive distributors, authorized replicators, resellers, and retail outlets. Individual consumers obtain these products primarily through retail outlets. We distribute our devices through third-party retailers. We have a network of field sales representatives and field support personnel that solicit orders from distributors and resellers and provide product training and sales support.

Our Dynamics business solutions are also licensed to enterprises through a global network of channel partners providing vertical solutions and specialized services.

~~LICENSING OPTIONS~~ 11

We offer options for organizations of varying sizes that want to purchase our cloud services and on-premise software. We license these organizations under volume licensing agreements to allow the customer to acquire multiple licenses of products and services instead of having to acquire separate licenses through retail channels. These volume licensing programs have varying programmatic requirements and benefits to best meet the needs of our customers.

Software Assurance (“SA”) conveys rights to new software and upgrades for perpetual licenses released over the contract period. It also provides support, tools, training, and other licensing benefits to help customers deploy and use software efficiently. SA is required to be purchased with certain volume licensing agreements and is an optional purchase with others.

PART I

Item 1

OEMs

LICENSING OPTIONS

We offer options for organizations of varying sizes that want to purchase our cloud services and on-premises software. We license these organizations under volume licensing agreements to allow the customer to acquire multiple licenses of products and services instead of having to acquire separate licenses through retail channels. These volume licensing programs have varying programmatic requirements and benefits to best meet the needs of our customers.

Volume Licensing Programs

Enterprise Agreement

Enterprise Agreements offer large organizations a manageable volume licensing program that gives them the flexibility to buy cloud services and software licenses under one agreement. Enterprise Agreements are designed for medium or large organizations that want to license Microsoft products and services organization-wide over a three-year period. Organizations can elect to purchase perpetual licenses (covered with SA) and/or subscribe to cloud services.

Microsoft Customer Agreement

Microsoft Customer Agreements are simplified purchase agreements presented, accepted, and stored through a digital experience. Microsoft Customer Agreements are non-expiring agreements that are designed to support all customers over time, whether purchasing through a partner or directly from Microsoft.

Microsoft Online Subscription Agreement

Microsoft Online Subscription Agreements are designed for small and medium organizations that want to subscribe to, activate, provision, and maintain cloud services seamlessly and directly via the web. These agreements allow customers to acquire monthly or annual subscriptions for cloud-based services.

Microsoft Products and Services Agreement

Microsoft Products and Services Agreements are designed for medium and large organizations that want to license cloud services and on-premises software as needed, with no organization-wide commitment, under a single, non-expiring agreement. Organizations purchase perpetual licenses or subscribe to licenses. SA is optional for customers that purchase perpetual licenses.

PART I

Item 1

Open Value

Open Value agreements are a simple, cost-effective way to acquire the latest Microsoft technology. These agreements are designed for small and medium organizations that want to license cloud services and on-premises software over a three-year period. Under Open Value agreements, organizations can elect to purchase perpetual licenses or subscribe to licenses and SA is included.

Select Plus

A Select Plus agreement is designed for government and academic organizations to acquire on-premises licenses at any affiliate or department level, while realizing advantages as one organization. Organizations purchase perpetual licenses and SA is optional.

Partner Programs

The Microsoft Cloud Solution Provider Program offers customers an easy way to license the cloud services they need in combination with the value-added services offered by their systems integrator, managed services provider, or cloud reseller partner. Partners in this program can easily package their own products and services to directly provision, manage, and support their customer subscriptions.

The Microsoft Services Provider License Agreement allows hosting service providers and independent software vendors who want to license eligible Microsoft software products to provide hosted applications and software services to their end customers. Partners license software over a three-year period and are billed monthly based on units licensed.

The Independent Software Vendor Royalty Program enables partners to integrate Microsoft products into other applications and then license the unified business solution to their end users.

PART I

Item 1

CUSTOMERS

Our customers include individual consumers, small and medium organizations, large global enterprises, public-sector institutions, Internet service providers, application developers, and OEMs. Our practice is to ship our products promptly upon receipt of purchase orders from customers; consequently, backlog is not significant.

GOVERNMENT REGULATION

We are subject to a wide range of laws, regulations, and legal requirements in the U.S. and globally, including those that may apply to our products and online services offerings, and those that impose requirements related to user privacy, telecommunications, data storage and protection, advertising, and online content. ~~How~~These ~~these~~requirements ~~laws~~are ~~and~~continually ~~regulations apply to our business is often unclear~~evolving, ~~subject to change over time,~~ and ~~sometimes~~they ~~may~~can be ~~inconsistent~~unclear ~~from~~and ~~jurisdiction~~vary tosignificantly ~~jurisdiction~~across jurisdictions. ToWe ~~comply~~have ~~with~~implemented ~~the~~comprehensive ~~accelerating~~compliance ~~global~~programs ~~regulatory~~across ~~obligations,~~our weoperations ~~established a regulatory governance framework and~~ to ~~create~~adapt ~~a repeatable system-focused approach~~ to ~~regulatory~~these ~~governance~~changes ~~with an initial focus on four domains: Responsible AI, Privacy, Digital Safety,~~ and ~~Cybersecurity. The framework is designed~~ to ~~help us~~ maintain customer ~~trust~~ and regulator confidence. inWe ~~our~~monitor ~~products,~~regulatory ~~remain~~developments ~~in compliance with regulators~~ around the ~~globe,~~world and ~~effectively~~implement ~~scale~~policies, ~~our capability to address the growing number of complex regulations. Through the framework~~controls, ~~our legal~~ and ~~regulatory~~technical ~~subject~~safeguards ~~matter~~so ~~experts~~that ~~ingest~~our ~~regulations~~operations, ~~develop standards and implementation guidance~~products, and, ~~when~~services ~~appropriate,~~meet ~~work~~applicable ~~with~~legal ~~our engineers to develop and implement products to monitor compliance~~standards. Our business teams, with legal support, manage the compliance programs and prepare external regulatory and commercial reporting, and our internal audit teams conduct reviews of ~~our~~the programs and processes. While we ~~intended~~have ~~to create~~ a unified approach to regulatory compliance, some of the programs and processes ~~established pursuant to the framework~~ are tailored to meet specific regulatory obligations, such as with the creation of independent compliance functions required by the European Union (“EU”) Digital Markets Act and the EU Digital Services Act, which oversee, monitor, and assess the company’s compliance with these acts.

For a description of the risks we face related to regulatory matters, refer to Risk Factors (Part I, Item 1A of this Form 10-K).

PART I

Item 1

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our executive officers as of July 30, ~~2024~~2025 were as follows:

Name	Age		Position with the Company
Satya Nadella		5657	Chairman and Chief Executive Officer
Judson B. Althoff		5152	Executive Vice President and Chief Commercial Officer
Kathleen T. Hogan		58	Executive Vice President and Chief Human Resources Officer
Amy L. Coleman		53	Executive Vice President and Chief Human Resources Officer
Amy E. Hood		52	Executive Vice President and Chief Financial Officer
Kathleen T. Hogan		59	Executive Vice President, Office of Strategy and Transformation
Takeshi Numoto		53	Executive Vice President and Chief Marketing Officer
Amy E. Hood		53	Executive Vice President and Chief Financial Officer
Bradford L. Smith		65	Vice Chair and President
Takeshi Numoto		54	Executive Vice President and Chief Marketing Officer
Christopher D. Young		52	Executive Vice President, Business Development, Strategy, and Ventures
Bradford L. Smith		66	Vice Chair and President

Mr. Nadella was appointed Chairman of the Board in June 2021 and Chief Executive Officer in February 2014. He served as Executive Vice President, Cloud and Enterprise from July 2013 until that time. From 2011 to 2013, Mr. Nadella served as President, Server and Tools. From 2009 to 2011, he was Senior Vice President, Online Services Division. From 2008 to 2009, he was Senior Vice President, Search, Portal, and Advertising. Since joining Microsoft in 1992, Mr. Nadella’s roles also included Vice President of the Business Division.

Mr. Althoff was appointed Executive Vice President and Chief Commercial Officer in July 2021. He served as Executive Vice President, Worldwide Commercial Business from July 2017 until that time. Prior to that, Mr. Althoff served as the President of Microsoft North America. Mr. Althoff joined Microsoft in March 2013 as President of Microsoft North America. Mr. Althoff also serves on the Board of Directors of Ecolab Inc.

Ms. ~~Hogan~~Coleman was appointed Executive Vice President and Chief Human Resources Officer in ~~June~~March ~~2023~~2025. ~~Ms.~~She ~~Hogan~~previously ~~had~~served ~~been~~as ~~Executive~~Corporate Vice President, Human Resources and Corporation Functions since ~~November~~January ~~2014~~2021. Prior to that, Ms. ~~Hogan~~Coleman ~~was~~served ~~Corporate~~as Vice President ofHuman ~~Microsoft~~Resources ~~Services.~~and ~~She also served as~~ Corporate ~~Vice~~Functions ~~President~~since ofSeptember ~~Customer Service and Support~~2020. ~~Ms.~~Since ~~Hogan~~joining ~~joined~~ Microsoft in ~~2003.~~2009, Ms. ~~Hogan~~Coleman ~~also~~has ~~serves~~held onvarious ~~the~~positions ~~Board~~ of ~~Directors~~increasing ~~of Alaska Air Group, Inc~~authority.

18Ms. Hogan was appointed Executive Vice President, Office of Strategy and Transformation in March 2025. She previously served as Executive Vice President and Chief Human Resources Officer since June 2023. Ms. Hogan had been Executive Vice President, Human Resources since November 2014. Prior to that, Ms. Hogan was Corporate Vice President of Microsoft Services. She also served as Corporate Vice President of Customer Service and Support. Ms. Hogan joined Microsoft in 2003. Ms. Hogan also serves on the Board of Directors of Alaska Air Group, Inc.

~~PART~~Ms. IHood was appointed Executive Vice President and Chief Financial Officer in July 2013, subsequent to her appointment as Chief Financial Officer in May 2013. From 2010 to 2013, Ms. Hood was Chief Financial Officer of the Microsoft Business Division. Since joining Microsoft in 2002, Ms. Hood has also held finance-related positions in the Server and Tools Business and the corporate finance organization.

Item 1

Ms. Hood was appointed Executive Vice President and Chief Financial Officer in July 2013, subsequent to her appointment as Chief Financial Officer in May 2013. From 2010 to 2013, Ms. Hood was Chief Financial Officer of the Microsoft Business Division. Since joining Microsoft in 2002, Ms. Hood has also held finance-related positions in the Server and Tools Business and the corporate finance organization. Ms. Hood also serves on the Board of Directors of 3M Corporation.

Mr. Numoto was appointed Executive Vice President and Chief Marketing Officer in October 2023. He served as Executive Vice President and Commercial Chief Marketing Officer from March 2020. Mr. Numoto served as a Corporate Vice President, Cloud Marketing from January 2012. Prior to that, Mr. Numoto served as a Corporate Vice President for Office 365 Marketing from 2004, where he led the transformation from traditional on-premises packaged software to the introduction of Office 365. Since joining Microsoft in 1997, Mr. Numoto has held multiple roles in Windows Program Management and Office Marketing.

Mr. Smith was appointed Vice Chair and President in September 2021. Prior to that, he served as President and Chief Legal Officer since September 2015. He served as Executive Vice President, General Counsel, and Secretary from 2011 to 2015, and served as Senior Vice President, General Counsel, and Secretary from 2001 to 2011. Mr. Smith was also named Chief Compliance Officer in 2002. Since joining Microsoft in 1993, he was Deputy General Counsel for Worldwide Sales and previously was responsible for managing the European Law and Corporate Affairs Group, based in Paris. Mr. Smith also serves on the Board of Directors of Netflix, Inc.

Mr. Young has served as Executive Vice President, Business Development, Strategy, and Ventures since joining Microsoft in November 2020. Prior to Microsoft, he served as the Chief Executive Officer of McAfee, LLC from 2017 to 2020, and served as a Senior Vice President and General Manager of Intel Security Group from 2014 until 2017, when he led the initiative to spin out McAfee into a standalone company. Mr. Young also serves on the Board of Directors of American Express Company.14

PART I

Item 1

AVAILABLE INFORMATION

Our Internet address is www.microsoft.com. At our Investor Relations website, www.microsoft.com/investor, we make available free of charge a variety of information for investors. Our goal is to maintain the Investor Relations website as a portal through which investors can easily find or navigate to pertinent information about us, including:

•

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the Securities and Exchange Commission (“SEC”) at www.sec.gov.

•

Information on our business strategies, financial results, and metrics for investors.

•

Announcements of investor conferences, speeches, and events at which our executives talk about our product, service, and competitive strategies. Archives of these events are also available.

•

Press releases on quarterly earnings, product and service announcements, legal developments, and international news.

•

Corporate governance information including our articles of incorporation, bylaws, governance guidelines, committee charters, codes of conduct and ethics, global corporate social responsibility initiatives, and other governance-related policies.

•

Other news and announcements that we may post from time to time that investors might find useful or interesting.

•

Opportunities to sign up for email alerts to have information pushed in real time.

We publish a variety of reports and resources related to our Corporate Social Responsibility programs and progress on our Reports Hub website, www.microsoft.com/corporate-responsibility/reports-hub, including reports on responsible AI, sustainability, responsible sourcing, accessibility, digital trust, and public policy engagement.

The information found on these websites is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the SEC. In addition to these channels, we use social media to communicate to the public. It is possible that the information we post on social media could be deemed to be material to investors. We encourage investors, the media, and others interested in Microsoft to review the information we post on the social media channels listed on our Investor Relations website.

1915

PART I

Item 1A

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, operations, financial condition, results of operations, liquidity, and the trading price of our common stock.

STRATEGIC AND COMPETITIVE RISKS

We face intense competition across all markets for our products and services, which ~~may~~could adversely affect our results of operations.

Competition in the technology sector

Our competitors range in size from diversified global companies with significant research and development resources to small, specialized firms whose narrower product lines may let them be more effective in deploying technical, marketing, and financial resources. Barriers to entry in many of our businesses are low and many of the areas in which we compete evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. If we do not continue to innovate and provide products, devices, and services that appeal to businesses and consumers, we may not remain competitive, which ~~may~~could adversely affect our business, financial condition, and results of operations.

Competition among platform-based ecosystems

An important element of our business model has been to create platform-based ecosystems on which many participants can build diverse solutions. A well-established ecosystem creates beneficial network effects among users, application developers, and the platform provider that can accelerate growth. Establishing significant scale in the marketplace is necessary to meet consumer demand and to achieve and maintain attractive margins. We face significant competition from firms that provide competing platforms.

•

A competing vertically-integrated model, in which a single firm controls the ~~software~~hardware and ~~hardware~~software elements of a product and related services, has succeeded with some consumer products such as PCs, tablets, smartphones, gaming consoles, wearables, and other endpoint devices. Competitors pursuing this model also earn revenue from services integrated with the hardware and software platform, including applications and content sold through their integrated marketplaces. They may also be able to claim security and performance benefits from their vertically -integrated offer. We also offer some vertically-integrated hardware and software products and services. Shifting a portion of our business to a vertically -integrated model may increase our cost of revenue and reduce our operating margins.

•

We derive substantial revenue from licenses of Windows operating systems on PCs. We face significant competition from competing platforms developed for new devices and form factors such as smartphones and tablets. These devices compete on multiple bases including price and the perceived utility of the device and its platform. Users continue to turn to these devices to perform functions that in the past were performed by PCs. Even if many users view these devices as complementary to a PC, the prevalence of these devices may make it more difficult to attract application developers to our PC operating system platforms. Competing with operating systems licensed at low or no cost may decrease our PC operating system margins. Popular products or services offered on competing platforms could increase their competitive strength. In addition, some of our devices compete with products made by our ~~original equipment manufacturer (“~~OEM”) partners, which may affect their commitment to our platform.

•

Competing platforms have content and application marketplaces with scale and significant installed bases. The variety and utility of content and applications available on a platform are important to device purchasing decisions. Users may incur costs to move data and buy new content and applications when switching platforms. To compete, we must successfully enlist developers to write applications for our platform and ensure that these applications have high quality, security, customer appeal, and value. Efforts to compete with competitors’ content and application marketplaces may increase our cost of revenue and lower our operating margins. Competitors’ rules governing their content and applications marketplaces may restrict our ability to distribute products and services through them in accordance with our technical and business model objectives.

20For all of these reasons, we may not be able to compete successfully against our current and future competitors, which could adversely affect our business, operations, financial condition, and results of operations.

PART I

Item 1A

For all of these reasons, we may not be able to compete successfully against our current and future competitors, which may adversely affect our business, operations, financial condition, and results of operations.

Business model competition

Companies compete with us based on a growing variety of business models.

•

A material part of our business involves cloud-based services available across the spectrum of computing devices. ~~Our~~We and our competitors continue to ~~develop~~devote significant resources to developing and ~~deploy~~deploying cloud-based strategies and services for consumers and business customers, and pricing and delivery models are evolving. ~~We and our competitors are devoting significant resources to develop and deploy our cloud-based strategies.~~

•

We are investing in artificial intelligence (“AI”) across the entire company and infusing generative AI capabilities into our consumer and commercial offerings. ~~We expect~~ AI technology and services toare be a highly competitive and rapidly evolving market, and new competitors continue to enter the market. We will bear significant development and operational costs to build and support the AI models, services, platforms, and infrastructure necessary to meet the needs of our customers. To compete effectively we must also be responsive to technological change, new and potential regulatory developments, and public scrutiny.

•

Even as we transition more of our business to infrastructure-, platform-, and software-as-a-service business ~~model~~models, the license-based proprietary software model generates a substantial portion of our software revenue. We bear the costs of converting original ideas into software products through investments in research and development, offsetting these costs with the revenue received from licensing our products. Many of our competitors also develop and sell software to businesses and consumers under this model.

•

Other competitors develop and offer free applications, online services, and content, and make money by selling third-party advertising. Advertising revenue funds development of products and services these competitors provide to users at little or no cost, competing directly with our revenue-generating products.

•

Some companies compete with us by modifying and then distributing open source software at little or no cost to end users, ~~using~~developing, ~~open~~making ~~source~~available, or using AI models that are open, and earning revenue on advertising or integrated products and services. These firms do not bear the full costs of research and development for the open source products. Some open source products mimic the features and functionality of our products.

The competitive pressures described above may cause decreased sales volumes, price reductions, and/or increased operating costs, such as for research and development, marketing, and sales incentives, which ~~may~~could adversely affect our financial condition and results of operations.

Our focus on cloud-based and AI services presents execution and competitive risks. We are incurring significant costs to build and maintain infrastructure to support cloud-based ~~computing~~ and AI services., ~~These~~reducing ~~costs will reduce the~~ operating margins. Whether we succeed in cloud-based and AI services depends on our execution in several areas, including:

•

Continuing to bring to market compelling cloud-based and AI ~~experiences~~services and products that generate increasing traffic and market share.

•

Maintaining the utility, compatibility, and performance of our cloud-based and AI services on the growing array of computing devices, including PCs, smartphones, tablets, gaming consoles, and other devices.

•

Continuing to enhance the attractiveness of our cloud platforms to third-party developers.

•

Ensuring our cloud-based services meet the reliability expectations and specific requirements of our customers and maintain the security of their data as well as help them meet their own compliance needs.

•

Making our suite of cloud-based services platform-agnostic, available on a wide range of devices and ecosystems, including those of our competitors.

It is uncertain whether our strategies will continue to attract users or generate the revenue required to succeed. If we are not effective in executing organizational and technical changes to increase efficiency and accelerate innovation, or if we fail to generate sufficient usage of our new products and services, we may not grow revenue in line with the infrastructure and development investments described above. This ~~may~~could adversely affect our operations, financial condition, and results of operations.

2117

PART I

Item 1A

Our AI systems offer users powerful tools and capabilities. However, there may be instances where these systems are used in ways that are unintended or inappropriate. In addition, some users may also engage in fraudulent or abusive activities through our cloud-based and AI services, such as unauthorized account access, payment fraud, or terms of service violations including cryptocurrency mining or launching cyberattacks. While we are committed to detecting and controlling such misuse of our cloud-based and AI services, our efforts may not be effective, and we may incur reputational damage or experience adverse impacts to our business and results of operations.

RISKS RELATING TO THE EVOLUTION OF OUR BUSINESS

We make significant investments in products and services that may not achieve expected returns. We will continue to make significant investments in research, development, and marketing for existing products, services, and technologies~~. In addition~~, weincluding ~~are focused on developing new~~ AI-based ~~platform services and incorporating AI into existing~~ products and services. We also invest in the development and acquisition of a variety of hardware for productivity, communication, and entertainment, including PCs, tablets, and gaming devices. Investments in new technology are speculative. Commercial success depends on many factors, including innovation, developer support, and effective distribution and marketing. If customers do not perceive our latest offerings as providing significant new functionality or other value, they may reduce their purchases of new software and hardware products or upgrades, unfavorably affecting revenue. We may not achieve significant revenue from new product, service, and distribution channel investments for several years, if at all. New products and services may not be profitable or may not achieve operating margins as high as we have experienced historically. We may not get engagement in certain features that drive post-sale monetization opportunities. Our data-handling practices across our products and services will continue to be under scrutiny. Perceptions of mismanagement, driven by regulatory activity or negative public reaction to our practices or product experiences, could negatively impact product and feature adoption. Developing new technologies is complex. It can require long development and testing periods. We could experience significant delays in new releases or significant problems in creating new products or services. These factors could adversely affect our business, financial condition, and results of operations.

Acquisitions, joint ventures, and strategic alliances ~~may~~could have an adverse effect on our business. We expect to continue making acquisitions and entering into joint ventures and strategic alliances as part of our long-term business strategy. For example, in ~~March 2022 we completed our acquisition of Nuance Communications, Inc., and in~~ October 2023 we completed our acquisition of Activision Blizzard, Inc. (“Activision Blizzard”). In January 2023 we announced the third phase of our OpenAI strategic partnership. Acquisitions and other transactions and arrangements involve significant challenges and risks, including that they do not advance our business strategy, that we get an unsatisfactory return on our investment, that they raise new compliance-related obligations and challenges, that we have difficulty integrating and retaining new employees, business systems, and technology, that they distract management from our other businesses, or that announced transactions may not be completed. If an arrangement fails to adequately anticipate changing circumstances and interests of a party, it may result in early termination or renegotiation of the arrangement. We also have limited ability to control or influence third parties with whom we have arrangements, which may impact our ability to realize the anticipated benefits. The success of these transactions and arrangements depend in part on our ability to leverage them to enhance our existing products and services or develop compelling new ones, as well as the acquired companies’ ability to meet our policies and processes in areas such as data governance, privacy, digital safety, responsible AI, and cybersecurity. It may take longer than expected to realize the full economic benefits from these transactions and arrangements, such as increased revenue or enhanced efficiencies, or the benefits may ultimately be smaller than we expected., Inwhich ~~addition,~~could cause an ~~acquisition~~impairment of goodwill or intangibles. We have recorded, and may in the future be ~~subject~~required to ~~challenge~~record, ~~even~~a ~~after~~significant itcharge ~~has~~in ~~been~~our ~~completed.~~consolidated ~~For~~financial ~~example,~~statements during the ~~Federal~~period ~~Trade~~in ~~Commission~~which ~~continues~~any toimpairment ~~challenge~~of our ~~Activision~~goodwill ~~Blizzard~~or ~~acquisition~~amortizable ~~and~~intangible ~~could~~assets is determined, ifnegatively ~~successful~~affecting our results of operations. In addition, ~~alter~~an oracquisition ~~unwind~~may ~~the~~be ~~transaction~~subject to challenge even after it has been completed. These events could adversely affect our business, operations, financial condition, and results of operations.

If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings. We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangibles. We review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at least annually. Factors that may be a change in circumstances, indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable, include a decline in our stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in industry segments in which we participate. We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our results of operations.18

PART I

Item 1A

CYBERSECURITY, DATA PRIVACY, AND PLATFORM ABUSE RISKS

Cyberattacks and security vulnerabilities could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.

Security of our information technology

Threats to IT security can take a variety of forms. ~~Individual~~Threat actors, including individual and groups of hackers and sophisticated organizations, including nation-states, state-sponsored organizations, or ~~nation-states~~cybercriminal groups, continuously undertake attacks that pose threats to our customers and our ITinternal infrastructure, and we have experienced cybersecurity incidents in which such actors have gained unauthorized access to our IT systems and data, including customer systems and data. These actors use a wide variety of methods, which include developing and deploying malicious software; exploiting known and potential vulnerabilities or intentionally designed processes in our or third-party hardware, software, or other infrastructure to attack our products and services or gain access to our networks and datacenters; using social engineering techniques to induce our employees, users, partners, or customers to disclose sensitive information, such as passwords, or take other actions to gain access to our data or our users’ or customers’ data; or acting in a coordinated manner or conducting coordinated attacks. For example, as previously disclosed in our Form 8-K filed with the Securities and Exchange Commission on January 19, 2024 and amended on March 8, 2024, beginning in late November 2023, a nation-state associated threat actor used a password spray attack to compromise a legacy test account and, in turn, gain access to Microsoft email accounts. The threat actor used ~~and may continue to use~~ information it obtained to gain, ~~or attempt to gain,~~ unauthorized access to some of our source code repositories and internal systems, and the threat actor ~~may~~could continue to utilize this and other information to attempt to gain access to our systems or otherwise adversely affect our business and results of operations. This incident has and may continue to result in harm to our reputation and customer relationships. ~~Additionally, we may discover additional impacts of this or other incidents as part of our ongoing examination of this incident.~~ Nation-state and state-sponsored actors can sustain malicious activities for extended periods and deploy significant resources to plan and carry out attacks. Nation-state attacks against us, our customers, or our partners have and may continue to intensify due to our transparency to our customers, other stakeholders, and the public about cyberattacks, and during elections or periods of intense diplomatic or armed conflict. Challenges or failures in applying security patches to all hardware and devices connected to our systems, ~~such~~including asend-of-life ~~the~~and ~~ongoing~~end-of-support ~~conflict~~equipment, have and may continue to result in ~~Ukraine~~unauthorized access to our systems and data in the future. Cyber incidents and attacks, individually or in the aggregate, could adversely affect our financial condition, results of operations, competitive position, and reputation, or expose us to legal or regulatory risk.

Inadequate account security or organizational security practices, including those of companies we have acquired or those of the third parties we utilize, have resulted and may result in unauthorized access to our IT systems and data, including customer systems and data~~, in the future~~. For example, ~~system~~passwords ~~administrators~~ may ~~fail~~not tobe ~~timely~~rotated ~~remove~~and employee ~~account~~ access ~~when~~may nonot ~~longer~~be ~~appropriate~~updated or removed on a timely basis. Employees or third parties may intentionally compromise our or our users’ security or systems or reveal confidential information, and laws in foreign jurisdictions may compel actions by such parties against our interests and could limit our recourse. Malicious actors may employ the IT supply chain to introduce malware through software updates or compromised supplier accounts or hardware.

Cyberthreats are constantly evolving and becoming increasingly sophisticated and complex, increasing the difficulty of detecting and successfully defending against them. Threat actors may also utilize emerging technologies, such as AI and machine learning. WeOur ~~may have no~~ current ~~capability~~capabilities tomay not detect certain vulnerabilities or new attack methods, which may allow them to persist in the environment over long periods of time. It may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm caused by a cyber incident. Such efforts may not be successful, and we may make errors or fail to take necessary actions. It is possible that threat actors may gain undetected access to other networks and systems after establishing a foothold on an internal system. Cyber incidents and attacks can have cascading impacts that unfold with increasing speed across our internal networks and systems, as well as those of our partners and customers. In addition, it may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks. ~~These~~As a result of these and other factors, we may ~~inhibit~~not ~~our~~be ~~ability~~able to provide prompt, full, and reliable information about the incident to our customers, partners, regulators, and the public. Breaches of our facilities, network, or data security can disrupt the security of our systems and business applications, impair our ability to provide services to our customers and protect the privacy of their data, result in product development delays, compromise confidential or technical business information, result in theft or misuse of our intellectual property or other assets, subject us to ransomware attacks, require us to allocate more resources to improve technologies or remediate the impacts of attacks, or otherwise adversely affect our business. In addition, actions taken to remediate an incident could result in outages, data losses, and disruptions of our services.

2319

PART I

Item 1A

Our internal IT environment continues to evolve. Often, we are early adopters of new devices and technologies. We embrace new ways of sharing data and communicating internally and with partners and customers using methods such as social networking and other consumer-oriented technologies. Increasing use of generative AI models in our internal systems may create new attack surfaces or methods for adversaries. Our business policies and internal security controls may not keep pace with these changes as new threats emerge or the emerging cybersecurity regulations in jurisdictions worldwide.

Security of our products, services, devices, and customers’ data

The security of our products and services is important in our customers’ decisions to purchase or use our products or services across cloud and on-premises environments. Security threats are a significant challenge to companies like us, whose business is providing technology products and services to others. Threats to or attacks on our own IT infrastructure, such as the nation-state attack described in the prior risk factor, have also affected our customers and may do so in the future. ~~Customers~~The ~~using~~reliability of our cloud-based services ~~rely~~and the protection of customer data depend on the security of our infrastructure, ~~including~~which includes hardware and other elements provided by third parties~~, to ensure the reliability of our services and the protection of their data~~. Adversaries tend to focus their efforts on the most popular operating systems, programs, and services, including many of ours, as well as customers with sensitive data, and we expect that to continue. In addition, adversaries can attack our customers’ on-premises or cloud environments, sometimes exploiting previously unknown (“zero-day”) vulnerabilities~~, such as the attack in early calendar year 2021 with several of our Exchange Server on-premises products~~. ~~Vulnerabilities~~Product invulnerabilities ~~these or any product~~ can persist even after we have issued security patches if customers have not installed the most recent updates, or if the attackers exploited the vulnerabilities before patching to install additional malware to further compromise customers’ systems. Adversaries will continue to attack customers using our cloud services as customers embrace digital transformation. Adversaries that acquire user account information can use that information to compromise our users’ accounts, including where accounts share the same attributes such as passwords. Inadequate account security practices may also result in unauthorized access, and user activity may result in ransomware or other malicious software impacting a customer’s use of our products or services. ~~There~~Weaknesses ~~may~~in beour development processes can result in vulnerabilities in ~~open~~our products. Open source software can also contain vulnerabilities that may make our products susceptible to cyberattacks as we increasingly incorporate open source software into our products. Additionally, features that rely on generative AI ~~may~~can be susceptible to ~~unanticipated~~ security threats ~~from adversaries as we add new generative AI features to our services while continuously developing our understanding of security risks and protection methods in the new field of generative AI~~.

Our customers operate complex IT systems with third-party hardware and software from multiple vendors that may include systems acquired over many years. They expect our products and services to support all these systems and products, including those that no longer incorporate the strongest current security advances or standards. As a result, we may not be able to discontinue support in our services for a product, service, standard, or feature solely because a more secure alternative is available. Failure to utilize the most current security advances and standards can increase our customers’ vulnerability to attack. Further, customers of widely varied sizes and technical sophistication use our technology, and consequently may still have limited capabilities and resources to help them adopt and implement state-of-the-art cybersecurity practices and technologies. In addition, we must account for this wide variation of technical sophistication when defining default settings for our products and services, including security default settings, as these settings may limit or otherwise impact other aspects of IT operations and some customers may have limited capability to review and reset these defaults.

Cyberattacks ~~may~~could adversely impact our customers even if our production services are not directly compromised. We are committed to notifying our customers whose systems have been impacted as we become aware and have actionable information for customers to help protect themselves. We are also committed to providing guidance and support on detection, tracking, and remediation. We may not be able to detect the existence or extent of these attacks for all of our customers or have information on how to detect or track an attack, especially where an attack involves on-premises software such as Exchange Server where we may have no or limited visibility into our customers’ computing environments.

Any of the foregoing events could result in reputational harm, loss of revenue, increased costs, or otherwise adversely affect our business, financial condition, and results of operations.

2420

PART I

Item 1A

Development and deployment of defensive measures

To defend against security threats to our internal ~~IT systems~~infrastructure, our cloud-based services, and our customers’ systems, we must take a complex and multifaceted approach. This includes continuously ~~engineer~~engineering more secure products and services, ~~enhance~~and enhancing security, threat detection, and reliability features,. We must also escalate and improve our development processes and the deployment of software updates to address security vulnerabilities in our own products as well as those provided by others in a timely manner. In addition, we must develop mitigation technologies that help to secure customers from attacks even when software updates are not deployed, and maintain the digital security infrastructure that protects the integrity of our network, products, and services. Further, ~~and~~we must provide security tools such as firewalls, anti-virus software, and advanced security and information about the need to deploy security measures and the impact of doing so.

The cost of these measures to protect products and customer-facing services could reduce our operating margins. If we fail to do these things well, actual or perceived security vulnerabilities in our processes, products, and services, data corruption issues, or reduced performance could harm our reputation and lead customers to exercise contractual or other remedies against us, reduce or delay future purchases of products or subscriptions to services, or to use competing products or services. Customers and third parties granted access to customer systems may fail to update their systems, continue to run software or operating systems we no longer support, may fail to timely install or enable security patches, or may otherwise fail to adopt adequate security practices. Customers may also spend more on protecting their existing computer systems from attack, which could delay adoption of additional products or services. Customers in certain industries such as financial services, health care, and government ~~may~~ have enhanced or specialized expectations and requirements to which we must develop and engineer our products and services. Customers and third parties granted access to their systems may fail to update their systems, continue to run software or operating systems we no longer support, or may fail timely to install or enable security patches, or may otherwise fail to adopt adequate security practices Any of these could adversely affect our reputation and results of operations. Actual or perceived vulnerabilities may lead to claims against us. Our license agreements typically contain provisions that eliminate or limit our exposure to liability, but there is no assurance these provisions will withstand legal challenges. At times, to achieve commercial objectives, we may enter into agreements with larger liability exposure to customers.

Our products operate in conjunction with and are dependent on products and components across a broad ecosystem of third parties. If there is a security vulnerability in one of these components, and if there is a security exploit targeting it, we ~~may~~could experience adverse impacts to our results of operations, reputation, or competitive position.

Disclosure and misuse of personal data could result in liability and harm our reputation. As we continue to grow the number, breadth, and scale of our cloud-based offerings, we store and process increasingly large amounts of personal data of our customers and users. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. Despite our efforts to improve the security controls across our business groups and geographies, it is possible our security controls over personal data, our training of employees and third parties on data security, and other practices we follow may not prevent the improper disclosure or misuse of customer or user data we or our vendors store and manage. Relatedly, despite our efforts to continuously improve security controls, it is possible that we may fail to identify or mitigate insider threat activities that could lead to the misuse of our systems or customer and user data. In addition, third parties who have limited access to our customer or user data may use this data in unauthorized ways. Improper disclosure or misuse could harm our reputation, lead to legal exposure to customers or users, or subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue. Our software products and services also enable our customers and users to store and process personal data on-premises or in a cloud-based environment we host. Government authorities can sometimes require us to produce customer or user data in response to valid legal orders. In the U.S. and elsewhere, we advocate for transparency concerning these requests and appropriate limitations on government authority to compel disclosure. Despite our efforts to protect customer and user data, perceptions that the collection, use, and retention of personal information is not satisfactorily protected could inhibit sales of our products or services and could limit adoption of our cloud-based solutions by consumers, businesses, and government entities. Additional security measures we ~~may~~ take to address customer or user concerns, or constraints on our flexibility to determine where and how to operate datacenters in response to customer or user expectations or governmental rules or actions, may increase costs or hinder sales of our products and services.

We may not be able to protect information in our products and services from use by others. LinkedIn and other Microsoft products and services contain valuable information and content protected by contractual restrictions or technical measures. In certain cases, we have made commitments to our members and users to limit access to or use of this information. Changes in the law or interpretations of the law may weaken our ability to prevent third parties from scraping or gathering information or content through use of bots or other measures and using it for their own benefit which could adversely affect our business, financial condition, and results of operations.

2521

PART I

Item 1A

Abuse of our platforms may harm our reputation or user engagement.

Advertising, professional, marketplace, and gaming platform abuses

For platform products and services that provide content or host ads that come from or can be influenced by third parties, our reputation or user engagement may be negatively affected by activity that is hostile or inappropriate. This activity may come from users impersonating other people or organizations, including through the use of AI technologies, dissemination of information that may be viewed as misleading or intended to manipulate the opinions of our users, or the use of our products or services that violates our terms of service or otherwise for objectionable or illegal ends. Preventing or responding to these actions may require us to make substantial investments in people and technology and these investments may not be successful, adversely affecting our business, financial condition, and results of operations.

Other digital safety abuses

Our ~~hosted~~ consumer services as well as our enterprise services may be used to find, generate, store, or disseminate harmful or illegal content in violation of our terms or applicable law. We may not proactively discover such content due to scale, the limitations of existing technologies, and conflicting legal frameworks. When discovered by users and others, such content may negatively affect our reputation, our brands, and user engagement. Regulations and other initiatives have been enacted to make platforms responsible for preventing or eliminating harmful content online ~~have been enacted~~, and we expect this to continue with focused attention on child safety. WeAt the same time, regulations and other initiatives regarding freedom of expression may beconflict ~~subject~~with tosuch ~~enhanced~~content moderation regulations. The legal and regulatory ~~oversight,~~environment ~~civil~~in orthis ~~criminal~~area ~~liability~~is complex and continues to evolve across multiple jurisdictions. As a result, orthere ~~reputational~~is ~~damage~~considerable ifuncertainty weregarding ~~fail~~both current and future compliance obligations. Failure to comply with content ~~moderation~~requirements ~~regulations~~may subject us to enhanced regulatory oversight, civil or criminal liability, or reputational damage, which could adversely ~~affecting~~affect our business, financial condition, and results of operations.

Our products and services, how they are used by customers, and how third-party products and services interact with them, may present security, privacy, and execution risks. Our products and services may contain defects in design, manufacture, or operation that make them insecure or ineffective for their intended purposes. For example, an Internet of Things solution may have multiple layers of hardware, sensors, processors, software, and firmware, several of which we may not develop or control, and may have limited ability to be updated or patched. Further, customers control our products and services, including our AI products, within their environments, and may deploy them in high-risk scenarios or utilize them inappropriately. ~~As a result, our products and services may increasingly affect personal health and safety.~~ Our products may also collect large amounts of data in manners which may not satisfy customers or regulatory requirements. Our customers also operate complex IT systems with third-party hardware and software from multiple vendors whose products or personnel may take or fail to take actions which impact the reliability or security of our products and services. If our products and services do not work as intended, are utilized in methods not intended, violate the law, or harm individuals or businesses, we may be subject to legal claims or enforcement actions. These risks, if realized, may increase our costs, damage our reputation, or adversely affect our results of operations.

Issues in the development and use of AI may result in reputational or competitive harm or liability. We are building AI into many of our offerings, including our productivity services, and we are also making AI available for our customers to use in solutions that they build. This AI may be developed by Microsoft or others, including our strategic partner, OpenAI. We expect these elements of our business to grow. We envision a future in which AI operating in devices, applications, and the cloud helps our customers be more productive in their work and personal lives. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information. Content generated by AI systems may be offensive, illegal, inaccurate, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by Microsoft or others could result in incidents that impair the acceptance of AI solutions, cause harm to individuals, customers, or society, or result in our products and services not working as intended. Human review of certain outputs may be required. Our implementation of AI systems could result in legal liability, regulatory action, brand, reputational, or competitive harm, or other adverse impacts. These risks may arise from current copyright infringement and other claims related to AI training and output, new and proposed legislation and regulations, such as the European Union’s (“EU”) AI Act and the U.S.’s AI Executive Order, and new applications of data protection, privacy, consumer protection, intellectual property, and other laws. Some AI scenarios present ethical issues or may have broad impacts on society. If we enable or offer AI solutions that have unintended consequences, unintended usage or customization by our customers and partners, are contrary to our responsible AI policies and practices, or are otherwise controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, our reputation, competitive position, business, financial condition, and results of operations may be adversely affected.22

PART I

Item 1A

Issues in the development, deployment, and use of AI may result in reputational or competitive harm or liability. We are building AI into many of our offerings, including our productivity services, and we are also making AI available for our customers to use in solutions that they build. This AI may be developed by Microsoft or others, including our strategic partner, OpenAI. We expect these elements of our business to grow. We envision a future in which AI operating in devices, applications, and the cloud helps our customers be more productive in their work and personal lives. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased or inaccurate information. Content generated by AI systems may be offensive, illegal, inaccurate, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by Microsoft or others could result in incidents that impair the acceptance of AI solutions, cause harm to individuals, customers, or society, or result in our products and services not working as intended. Human review of certain inputs and outputs may be required, including for agentic AI systems that can take actions autonomously. Our implementation of AI systems could result in legal liability, regulatory action, brand, reputational, or competitive harm, or other adverse impacts. These risks may stem from issues related to intellectual property, data privacy, and other claims associated with AI training and outputs. They are further compounded by the evolving regulatory landscape, with new laws emerging globally, including the European Union (“EU”). Some AI scenarios present ethical issues or may have broad impacts on society. There is also rising divergence globally in how to address these issues and impacts, with the result that we will need to navigate a web of different tensions across geographies. Finally, if we enable or offer AI solutions that have unintended consequences, unintended usage or customization by our customers and partners, are contrary to our responsible AI policies and practices, or are otherwise controversial because of the impact on human rights, privacy, employment, or other social, economic, or political issues, our reputation, competitive position, business, financial condition, and results of operations could be adversely affected.

OPERATIONAL RISKS

We may have excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure. Our increasing user traffic, growth in services, and the complexity of our products and services demand more computing power. We spend substantial amounts to build, purchase, or lease datacenters and equipment and to upgrade our technology and network infrastructure to handle more traffic on our websites and in our datacenters. Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units and other components. The cost or availability of these dependencies could be adversely affected by a variety of factors, including the transition to a clean energy economy, local and regional environmental regulations, and geopolitical disruptions. These demands continue to increase as we introduce new products and services and support the growth and the augmentation of existing services, including through the incorporation of AI features and/or functionality. We are rapidly growing our business of providing a platform and back-end hosting for services provided by third parties to their end users. Maintaining, securing, and expanding this infrastructure is expensive and complex, and requires development of principles for datacenter builds in geographies with higher safety and reliability risks. It requires that we maintain an Internet connectivity infrastructure and storage and compute capacity that is robust and reliable within competitive and regulatory constraints that continue to evolve. Inefficiencies or operational failures, including temporary or permanent loss of customer data, outages, insufficient Internet connectivity, insufficient or unavailable power or water supply, or inadequate storage and compute capacity could diminish the quality of our products, services, and user experience, resulting in contractual liability, claims by customers and other third parties, regulatory actions, damage to our reputation, and loss of current and potential users, subscribers, and advertisers, each of which ~~may~~could adversely affect our business, operations, financial condition, and results of operations.

We may experience ~~quality~~supply or ~~supply~~quality problems. There are limited suppliers for certain device and datacenter components. We continue to identify and evaluate opportunities to expand our datacenter locations and increase our server capacity to meet the evolving needs of our customers, particularly given the growing demand for AI services. Capacity available to us may be affected as competitors use some of the same suppliers and materials for hardware components. If components are delayed or become unavailable, whether because of supplier capacity constraint, industry shortages, legal or regulatory changes that restrict supply sources, or other reasons, we may not obtain timely replacement supplies, resulting in reduced sales or inadequate datacenter capacity to support the delivery and continued development of our products and services. Component shortages, excess or obsolete inventory, or price reductions resulting in inventory adjustments may increase our cost of revenue. Datacenter servers, Xbox consoles, Surface devices, and other hardware are assembled in Asia and other geographies that may be subject to disruptions in the supply chain, resulting in shortages which ~~may~~could adversely affect our business, operations, financial condition, and results of operations.

Our software products and services also may experience quality or reliability problems. The highly sophisticated software we develop may contain bugs and other defects that interfere with their intended operation. Our customers increasingly rely on us for critical business functions and multiple workloads. Many of our products and services are interdependent on one another. Our products and services may be impacted by interaction with third-party products and services. Our customers may also utilize their own or third-party products and services whose reliability is dependent on interaction with our products and services. Each of these circumstances potentially magnifies the impact of quality or reliability issues. Any defects we do not detect and fix in pre-release testing could cause reduced sales, damage to our reputation, repair or remediation costs, delays in the release of new products or versions, or legal liability, which could adversely affect our business, financial condition, and results of operations. Although our license agreements typically contain provisions that eliminate or limit our exposure to liability, there is no assurance these provisions will withstand legal challenge.23

Our hardware products such as Xbox consoles, Surface devices, and other devices we design and market are highly complex. Failure to prevent, detect, or address defects in design, manufacture, or associated software could result in recalls, safety alerts, or product liability claims, which could adversely affect our business and results of operations.

PART I

Item 1A

Our software products and services also have and may in the future experience quality or reliability problems. The processes we use to develop our software are imperfect. Like all software, our software contains bugs and other defects that interfere with their intended operation. Our customers increasingly rely on us for critical business functions and multiple workloads. Many of our products and services are interdependent on one another. Our products and services may be impacted by interaction with third-party products and services. Our customers may also utilize their own or third-party products and services whose reliability is dependent on interaction with our products and services. Each of these circumstances potentially magnifies the impact of quality or reliability issues. Weaknesses in our processes could result in defects we do not detect and fix in pre-release testing, which could cause reduced sales, damage to our reputation, repair or remediation costs, delays in the release of new products or versions, or legal liability, and could adversely affect our business, financial condition, and results of operations. Although our license agreements typically contain provisions that eliminate or limit our exposure to liability, there is no assurance these provisions will withstand legal challenge.

LEGAL, REGULATORY, AND LITIGATION RISKS

~~Government~~We ~~enforcement~~are ~~under~~subject ~~competition~~to ~~laws~~a ~~and~~variety of new, ~~market~~existing, ~~regulation~~and ~~may~~evolving ~~limit~~legal ~~how~~and weregulatory ~~design~~requirements ~~and~~that ~~market~~could adversely affect our ~~products~~results of operations. ~~Government~~We ~~agencies~~are ~~closely~~subject ~~scrutinize~~to usa ~~under~~wide range of laws, regulations, and legal requirements in the U.S. and ~~foreign~~globally, ~~competition~~including ~~laws.~~those ~~Governments~~that ~~are~~may ~~actively~~apply ~~enforcing~~to ~~competition~~our ~~laws~~products and ~~regulations~~online services offerings, and ~~enacting~~those ~~new~~that ~~regulations~~impose requirements related to ~~intervene~~user inprivacy, telecommunications, data storage and protection, digital ~~markets~~accessibility, advertising, and ~~this~~online ~~includes~~safety. ~~markets~~Laws ~~such~~in asseveral ~~the~~jurisdictions, including EU, Member State laws under the ~~United~~European ~~Kingdom~~Electronic Communications Code, ~~the~~increasingly Udefine certain of our services as regulated services.S. This trend may continue with our offerings becoming subject to additional data protection, security, digital safety, law enforcement surveillance, and ~~China~~other obligations. ~~Some~~Regulators ~~jurisdictions~~and ~~also~~private ~~allow~~litigants ~~competitors~~may orassert ~~consumers~~that our collection, use, and management of customer data and other information is inconsistent with their laws and regulations, including laws that apply to ~~assert~~the ~~claims~~tracking of ~~anti-competitive~~users ~~conduct.~~via Utechnology such as cookies.S. In addition, laws requiring us to retrieve and ~~foreign~~produce ~~antitrust~~customer ~~authorities~~data ~~have~~in ~~previously~~response ~~brought~~to compulsory legal demands from law enforcement ~~actions~~and governmental authorities are expanding and ~~continue~~the torequests ~~scrutinize~~we ~~our~~are ~~business~~experiencing are increasing in volume and complexity.

~~For~~New, ~~example~~existing, ~~the~~and ~~European~~evolving ~~Commission~~laws ~~(“the Commission”) has designated Windows~~ and ~~LinkedIn~~regulations, asor ~~core~~interpretations ~~platform~~or ~~services~~applications ~~subject~~of toexisting ~~obligations~~laws ~~under~~and ~~the~~regulations EUin ~~Digital~~a ~~Markets~~manner ~~Act,~~inconsistent ~~which~~with ~~prohibits~~our ~~certain~~interpretations ~~self-preferencing~~of ~~behaviors~~such laws and ~~places~~regulations ~~limitations~~or onour ~~certain~~practices, ~~data~~may ~~use~~result ~~among~~in ~~other~~modification ~~obligations. The Commission also continues to closely scrutinize the design~~ of ~~high-volume~~our ~~Microsoft~~ products and ~~the~~services, ~~terms~~altered onbusiness ~~which~~models weand ~~make certain technologies used in these products~~operations, ~~such~~increased ~~as file formats~~costs, ~~programming~~reputational ~~interfaces~~damage, and ~~protocols,~~civil ~~available~~or tocriminal ~~other companies~~liability. ~~Flagship~~Examples ~~product~~include ~~releases~~laws ~~such as Microsoft 365~~ and ~~Windows~~regulations ~~can~~regarding: ~~receive significant scrutiny under EU or other competition laws.~~

•

~~Our~~Competition ~~portfolio~~laws ofand ~~first-party~~new ~~devices~~market ~~continues~~regulation: Government agencies closely scrutinize us under U.S. and foreign competition laws. Governments are actively enforcing competition laws and regulations and enacting new regulations to ~~grow;~~intervene atin digital markets, and this includes markets such as the ~~same~~EU, ~~time~~the United Kingdom, ~~our~~the ~~OEM~~U.S., ~~partners~~and ~~offer~~China. aSome ~~large~~jurisdictions ~~variety~~also ofallow ~~devices~~competitors ~~for~~or ~~our~~consumers ~~platforms~~to assert claims of anti-competitive conduct. AsU.S. aand ~~result,~~foreign weantitrust ~~increasingly~~authorities ~~both~~have ~~cooperate~~previously brought enforcement actions and ~~compete~~continue ~~with~~to scrutinize our ~~OEM~~business. ~~partners,~~Competition ~~creating~~law aenforcement ~~risk~~actions ~~that~~and wecourt ~~fail~~decisions toalong dowith sonew market regulations may result in ~~compliance~~fines ~~with~~or ~~competition~~hinder ~~rules.~~our ~~Regulatory~~ability ~~scrutiny~~to inprovide ~~this~~the ~~area~~benefits ~~may~~of ~~increase.~~our ~~Certain~~software ~~foreign~~to ~~governments~~consumers and businesses, ~~particularly~~reducing inthe ~~China~~attractiveness ~~and~~of ~~other~~our ~~countries~~products inand ~~Asia,~~the ~~have~~revenue ~~advanced~~that ~~arguments~~comes ~~under~~from ~~their~~them. New competition ~~laws~~law ~~that~~actions ~~exert~~or ~~downward~~obligations ~~pressure~~under onmarket ~~royalties~~regulation ~~for~~schemes ~~our~~could ~~intellectual~~be ~~property~~initiated, potentially using previous actions as precedent.

•

~~Competition~~AI: ~~law~~Legislative ~~enforcement actions~~ and ~~court~~regulatory ~~decisions~~action ~~along~~is ~~with~~emerging ~~new market regulations may result~~ in ~~fines or hinder our ability to provide the benefits of our software to consumers and businesses~~AI, ~~reducing~~which ~~the~~could ~~attractiveness~~increase ofcosts ~~our~~or ~~products~~restrict ~~and the revenue that comes from them~~opportunity. ~~New~~For ~~competition law actions or obligations under market regulation schemes could be initiated~~example, ~~potentially~~the ~~using~~EU’s ~~previous~~AI ~~actions~~Act asmay ~~precedent.~~increase ~~The~~costs ~~outcome of such actions,~~ or ~~steps~~impact ~~taken~~the toprovision ~~avoid them, could adversely affect us in a variety of ways, including causing us to withdraw products from~~ or ~~modify~~operation ~~products for certain markets, decreasing the value~~ of our ~~assets,~~AI ~~adversely~~models ~~affecting~~and ~~our~~services ~~ability~~in tothe ~~monetize~~European ~~our~~market. ~~products,~~AI orregulatory ~~inhibiting~~areas ~~our~~include ~~ability~~model toand ~~consummate~~system ~~acquisition~~development orand ~~impose conditions on acquisitions that may reduce their value~~deployment, ~~which~~frontier ~~may~~model ~~adversely affect our business~~safety, ~~financial condition~~transparency, and ~~results~~content ~~of operations~~provenance.

•

~~Laws and regulations relating to anti~~Anti-corruption: ~~and trade could result in increased costs, fines, criminal penalties, or reputational damage.~~ The Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations (“Anti-Corruption Laws”) prohibit corrupt payments by our employees, vendors, or agents, and the accounting provisions of the FCPA require us to maintain accurate books and records and adequate internal controls. From time to time, we receive inquiries from authorities in the U.S. and elsewhere which may be based on reports from employees and others about our business activities ~~outside the U.S.~~ and our compliance with Anti-Corruption Laws. Periodically, we receive such reports directly and investigate them, and also cooperate with investigations by U.S. and foreign law enforcement authorities. An example of increasing international regulatory complexity is the EU Whistleblower Directive, initiated in 2021, which presents compliance challenges as it is implemented in different forms by EU member states. Most countries in which we operate also have competition laws that prohibit competitors from colluding or otherwise attempting to reduce competition between themselves. While we devote substantial resources to our U.S. and international compliance programs and have implemented policies, training, and internal controls designed to reduce the risk of corrupt payments and collusive activity, our employees, partners, vendors, or agents may violate our policies. Our failure to comply with Anti-Corruption Laws or competition laws could result in significant fines and penalties, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation, which could adversely affect our business, financial condition, and results of operations.

2824

PART I

Item 1A

•

Trade: Increasing trade laws, policies, sanctions, and other regulatory requirements also affect our operations in and outside the U.S. relating to trade and investment. Economic sanctions in the U.S., the EU, and other countries prohibit most business with restricted entities or countries. U.S. export controls restrict Microsoft from offering many of its products and services to, or making investments in, certain entities in specified countries. U.S. import controls restrict us from integrating certain information and communication technologies into our supply chain and allow for government review of transactions involving information and communications technology from countries determined to be foreign adversaries. Supply chain regulations may impact the availability of goods or result in additional regulatory scrutiny. ~~Periods~~Restrictions ofon ~~intense~~data ~~diplomatic~~flows orand ~~armed~~outbound ~~conflict,~~investment ~~such~~and ascustomer ~~the~~sensitivities ~~ongoing~~may ~~conflict~~limit inour ~~Ukraine,~~ability ~~may~~to ~~result~~leverage inparts ~~(1)~~of ~~new~~our ~~and~~global ~~rapidly~~engineering ~~evolving~~footprint ~~sanctions~~to provide services in certain jurisdictions. Increased geopolitical instabilities and ~~trade~~changing ~~restrictions,~~U.S. ~~which~~Administration ~~may~~priorities ~~impair~~create an unpredictable trade ~~with~~landscape. ~~sanctioned~~U.S. ~~individuals~~tariff and ~~countries~~shifting AI export controls policies, ~~and~~like ~~(2)~~the ~~negative~~AI ~~impacts~~Diffusion toRule, ~~regional~~could ~~trade~~increase ~~ecosystems~~operational ~~among~~costs, create uncertainty in the continuity of our ~~customers~~products, and accelerate sovereignty initiatives among international partners, and uscustomers. ~~Non-compliance~~The ~~with~~volatility ~~sanctions~~of asU.S. ~~well~~tariffs ashas ~~general~~triggered ~~ecosystem~~economic ~~disruptions~~uncertainty and could ~~result~~impact incloud ~~reputational~~and ~~harm,~~devices ~~operational~~supply ~~delays,~~chain ~~monetary~~cost ~~fines,~~competitiveness. ~~loss~~The potential replacement of ~~revenue,~~the ~~increased~~recently ~~costs~~rescinded AI Diffusion Rule and other potential AI-related rulemakings could adversely affect Microsoft’s business, ~~loss~~strategy, and operations. Periods of ~~export~~intense ~~privileges,~~diplomatic or ~~criminal~~armed conflict like the ongoing conflict in Ukraine and the Israel-Hamas conflict could result in (1) new and rapidly evolving sanctions and trade restrictions, which ~~could~~may ~~adversely~~impair ~~affect~~trade ~~our~~with ~~business,~~sanctioned ~~financial~~individuals ~~condition~~and countries, and ~~results~~(2) ofnegative ~~operations~~impacts to regional trade ecosystems among our customers, partners, and us.

•

~~Laws~~Cybersecurity: Legislative and ~~regulations~~regulatory ~~relating~~actions related to ~~the~~cybersecurity ~~handling of personal data~~ may ~~impede~~increase the ~~adoption~~costs ofassociated ~~our~~with ~~services or result in increased costs~~developing, ~~legal claims~~implementing, ~~fines against us,~~ or ~~reputational~~securing ~~damage. The growth of~~ our ~~Internet-~~products and ~~cloud-based~~ services ~~internationally relies increasingly on the movement of data across national boundaries~~. ~~Legal~~The ~~requirements~~legal ~~relating to the collection, storage, handling,~~ and ~~transfer~~regulatory ofenvironment personal data continue to evolve. For example, while the EU-U.S. Data Privacy Framework (“DPF”) has been recognized as adequate under EU law to allow transfers of personal data from the EU to certified companies in ~~the~~this ~~U.S.,~~area ~~the DPF~~ is ~~subject~~complex ~~to further legal challenge which could cause the legal requirements for data transfers from the EU to be uncertain. EU data protection authorities have~~ and ~~may~~continues ~~again block the use of certain U.S.-based services that involve the transfer of data~~ to ~~the~~evolve ~~U.S. In the EU and other markets, potential new rules and restrictions on the flow of data~~ across ~~borders~~multiple ~~could increase the cost and complexity of delivering our products and services~~jurisdictions. InAs ~~addition,~~a ~~the EU General Data Protection Regulation (“GDPR”)~~result, ~~which~~there ~~applies~~is toconsiderable ~~all~~uncertainty ofregarding ~~our~~both ~~activities~~current ~~conducted from an establishment in the EU or related to products~~ and ~~services~~future ~~offered in the EU, imposes a range of~~ compliance obligations ~~regarding the handling of personal data~~. ~~More~~This ~~recently,~~uncertainty ~~the~~increases ~~EU has been developing new requirements related to~~ the ~~use~~risk ~~of data, including in the Digital Markets Act, the Digital Services Act, and the Data Act,~~ that add additional rules and restriction on the use of data in our products and services. Engineering efforts to build and maintain capabilities to facilitate compliance with these laws involve substantial expense and the diversion of engineering resources from other projects. We might experience reduced demand for our offerings if we ~~are~~may ~~unable~~incur toadditional ~~engineer~~operational ~~products that meet our legal duties or help our customers meet their obligations under these and other data regulations~~costs, orface if our implementation to comply makes our offerings less attractive. Compliance with these obligations depends in part on how particular regulators interpret and apply them. If we fail to comply, or if regulators assert we have failed to comply (including in response to complaints made by customers), it may lead to regulatory enforcement actions, ~~which can result in significant monetary penalties, private lawsuits, reputational damage, blockage of product offerings~~ or ofencounter ~~international~~challenges data transfers, and loss of customers. The highest fines assessed under GDPR have recently been increasing, especially against large technology companies, and European data protection authorities have taken action to block or remove services from their markets. Jurisdictions around the world, such as China, India, and states in the ~~U.S.~~development ~~have adopted, or are considering adopting or expanding, laws~~ and ~~regulations~~deployment ~~imposing obligations regarding the collection, handling, and transfer~~ of ~~personal~~our ~~data~~products.

•

~~Our~~Handling ~~investment~~of inpersonal ~~gaining insights from~~ data: isLegal ~~becoming~~requirements ~~central~~relating to the ~~value of the services we deliver to customers~~collection, ~~including AI services~~storage, ~~to operational efficiency and key opportunities in monetization~~handling, and totransfer ~~customer perceptions~~ of ~~quality.~~personal ~~Our~~data ~~ability~~globally continue to ~~use~~evolve. ~~data~~The ingrowth ~~this~~of ~~way~~our ~~may~~Internet- beand ~~constrained~~cloud-based byservices ~~regulatory~~internationally ~~developments~~relies ~~that~~on ~~impede realizing~~ the ~~expected~~movement ~~return~~of ~~from~~data ~~this~~across ~~investment~~national boundaries. ~~Ongoing~~Data ~~legal~~protection ~~analyses,~~authorities ~~reviews,~~ and ~~inquiries~~governments byin ~~regulators~~the ofEU ~~Microsoft~~and ~~practices,~~other ormarkets ~~relevant~~have ~~practices~~and ~~of other organizations,~~ may ~~result~~again inrestrict ~~burdensome~~ and/or ~~inconsistent~~block ~~requirements,~~the ~~including~~use ~~data~~of ~~sovereignty~~services ~~and~~that ~~localization~~involve ~~requirements, affecting~~ the ~~location,~~transfer ~~movement,~~of ~~collection,~~data ~~and~~across ~~use~~borders. ofNew ~~our customer~~ and ~~internal~~evolving ~~employee~~rules ~~data~~and asrestrictions ~~well~~on as the ~~management~~flow of ~~that~~ data. ~~Compliance~~across ~~with~~borders ~~applicable~~could ~~laws~~increase ~~and~~the ~~regulations~~cost ~~regarding~~and ~~personal~~complexity ~~data~~of ~~may~~delivering ~~require~~our ~~changes~~products inand services,. ~~business~~In ~~practices~~addition, orthe ~~internal~~EU ~~systems~~General ~~that~~Data ~~result~~Protection inRegulation ~~increased~~(“GDPR”) ~~costs,~~and ~~lower~~other ~~revenue,~~similar ~~reduced~~regulations ~~efficiency,~~impose ora ~~greater~~range ~~difficulty~~of incompliance ~~competing~~obligations ~~with~~regarding ~~foreign-based~~the ~~firms.~~handling ~~Compliance~~of ~~with~~personal data. ~~regulations~~New ~~might~~requirements ~~limit~~related ~~our ability~~ to ~~innovate~~the oruse ~~offer~~of ~~certain~~data, ~~features~~including ~~and~~the ~~functionality~~Data inAct, ~~some~~add ~~jurisdictions~~additional ~~where we operate. Failure to comply with existing or new~~ rules ~~may~~and ~~result~~restrictions inon ~~significant penalties or orders to stop~~ the ~~alleged~~use ~~noncompliant~~of ~~activity,~~data ~~negative~~in ~~publicity,~~our ~~and~~products ~~diversion of management time~~ and ~~effort~~services.

•

29Environmental, Social, and Governance: Laws, regulations, and policies relating to environmental, social, and governance matters are being developed and formalized in Europe, the U.S., and elsewhere, which may include greenhouse gas emissions and energy usage caps, as well as specific, target-driven environmental, social, and governance frameworks and disclosure requirements. In addition, in 2020 we announced goals to become carbon negative, water positive, and zero waste by 2030. Any failure or perceived failure to meet our sustainability goals, or to meet various sustainability regulatory requirements, could result in claims and lawsuits, regulatory actions, penalties, or damage to our reputation, each of which could adversely affect our business, operations, financial condition, and results of operations.

How these laws and regulations apply to our business is often unclear, subject to change, and sometimes may be inconsistent from jurisdiction to jurisdiction. In addition, governments’ approach to enforcement, and our products and services, are continuing to evolve. Compliance with existing, expanding, or new laws and regulations may involve significant costs and operational efforts, or require changes in products or business practices that could adversely affect our results of operations. Noncompliance could result in the imposition of penalties, criminal sanctions, or orders to cease the alleged noncompliant activity. If our products do not meet customer expectations or legal requirements, we could face regulatory or legal actions, and our business, operations, financial condition, and results of operations could be adversely affected.

PART I

Item 1A

~~Existing~~We ~~and~~have ~~increasing~~claims ~~legal~~ and ~~regulatory~~lawsuits ~~requirements~~against ~~could~~us ~~adversely~~that ~~affect~~may ~~our~~result ~~results~~in ofadverse ~~operations~~outcomes. We are subject to a ~~wide~~variety ~~range~~ of ~~laws,~~claims ~~regulations,~~ and ~~legal requirements in the U~~lawsuits.S. ~~and~~These ~~globally,~~claims ~~including those that~~ may ~~apply~~arise tofrom ~~our~~a ~~products~~wide ~~and~~variety ~~online~~of ~~services~~business ~~offerings,~~practices and ~~those~~initiatives, ~~that~~including ~~impose~~major ~~requirements~~new ~~related~~product ~~to user privacy~~releases, ~~telecommunications,~~AI ~~data storage and protection~~services, ~~digital~~significant ~~accessibility,~~business ~~advertising~~transactions, ~~and~~warranty ~~online~~or ~~content.~~product ~~Laws in several jurisdictions~~claims, ~~including~~employment ~~EU Member State laws under the European Electronic Communications Code~~practices, ~~increasingly~~and ~~define certain of our services as regulated telecommunications services~~regulation. ~~This~~As ~~trend~~we ~~may~~ continue ~~and~~to ~~will~~expand ~~result~~our inbusiness ~~these~~and offerings ~~being subject to additional data protection~~, ~~security,~~we ~~law~~may ~~enforcement~~experience ~~surveillance,~~new and ~~other~~novel ~~obligations~~legal claims. ~~Regulators~~Adverse ~~and~~outcomes ~~private~~in ~~litigants~~some ~~may~~or ~~assert~~all ~~that our collection, use, and management~~ of ~~customer~~these ~~data~~claims ~~and~~may ~~other~~result ~~information~~in issignificant ~~inconsistent~~monetary ~~with~~damages ~~their~~or ~~laws~~injunctive ~~and~~relief ~~regulations, including laws~~ that ~~apply~~could toadversely ~~the~~affect ~~tracking~~our ofability ~~users~~to ~~via~~conduct ~~technology~~our ~~such as cookies~~business. InLitigation ~~addition, laws requiring us to retrieve~~ and ~~produce~~other ~~customer~~claims ~~data~~are insubject ~~response~~ to ~~compulsory~~inherent ~~legal~~uncertainties ~~demands from law enforcement~~ and ~~governmental~~management’s ~~authorities~~view ~~are~~of ~~expanding~~these ~~and~~matters ~~the~~may ~~requests~~change ~~we are experiencing are increasing~~ in ~~volume~~the ~~and complexity~~future. ~~New~~An ~~environmental,~~adverse ~~social,~~impact ~~and governance laws and regulations are expanding mandatory disclosure, reporting, and diligence requirements. Legislative or regulatory action relating~~ to ~~cybersecurity requirements may increase the costs to develop, implement, or secure~~ our ~~products~~financial ~~and~~condition ~~services. Legislative~~ and ~~regulatory~~results ~~action is emerging in the areas~~ of AIoperations ~~and content moderation, which~~ could ~~increase~~occur ~~costs~~for ~~or restrict opportunity. For example,~~ the ~~EU’s~~period AIin ~~Act~~which ~~may increase costs or impact~~ the ~~provision~~effect orof ~~operation~~an ofunfavorable ~~our~~outcome AIbecomes ~~models~~probable and ~~services~~reasonably ~~in the European market~~estimable.

~~How~~Our ~~these~~business ~~laws~~with ~~and~~government ~~regulations~~customers ~~apply~~may topresent ~~our~~additional ~~business~~uncertainties. isWe ~~often~~derive ~~unclear,~~substantial ~~subject~~revenue tofrom ~~change~~government ~~over~~contracts. ~~time,~~Government contracts and ~~sometimes~~regulatory ~~may~~requirements becan ~~inconsistent~~present ~~from~~risks ~~jurisdiction~~and tochallenges ~~jurisdiction~~not present in private commercial agreements. InFor ~~addition~~instance, ~~governments’~~we ~~approach~~are subject to ~~enforcement,~~government audits and ~~our~~investigations ~~products~~relating ~~and~~to ~~services~~these contracts, and we are ~~continuing~~required to ~~evolve.~~provide ~~Compliance~~assurance ~~with~~and ~~existing,~~attestations ~~expanding,~~about orour ~~new~~products ~~laws~~ and ~~regulations~~processes. ~~may~~If ~~involve~~we ~~significant~~do ~~costs~~not orsatisfy ~~require~~contractual ~~changes in products~~ or ~~business~~regulatory ~~practices~~requirements, ~~that~~we could ~~adversely~~be ~~affect~~suspended ~~our~~or ~~results~~debarred ofas ~~operations.~~a ~~Noncompliance~~governmental contractor, we could ~~result~~incur incivil ~~the~~and ~~imposition~~criminal offines and penalties, ~~criminal~~and ~~sanctions,~~under orcertain ~~orders~~circumstances wecontracts ~~cease~~may ~~the~~be ~~alleged noncompliant activity~~rescinded. InSome ~~addition,~~agreements ~~there~~may isallow ~~increasing~~a ~~pressure~~government ~~from~~to ~~advocacy~~terminate ~~groups,~~without ~~regulators,~~cause ~~competitors, customers,~~ and ~~other~~provide ~~stakeholders~~for ~~across~~higher ~~many~~liability oflimits ~~these~~for ~~areas~~certain losses. IfSome ~~our~~contracts ~~products~~may dobe ~~not~~subject ~~meet~~to ~~customer~~periodic ~~expectations~~funding orapproval, ~~legal~~reductions, ~~requirements~~cancellations, weor delays which could ~~face~~adversely ~~regulatory~~impact orpublic-sector ~~legal~~demand ~~actions,~~for our products and ~~our~~services. ~~business,~~These ~~operations,~~events could negatively impact our financial condition, ~~and~~ results of operations, ~~could~~and ~~be adversely affected~~reputation.

We have claims and lawsuits against us that may result in adverse outcomes. We are subject to a variety of claims and lawsuits. These claims may arise from a wide variety of business practices and initiatives, including major new product releases, AI services, significant business transactions, warranty or product claims, employment practices, and regulation. As we continue to expand our business and offerings, we may experience new and novel legal claims. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. Litigation and other claims are subject to inherent uncertainties and management’s view of these matters may change in the future. A material adverse impact to our financial condition and results of operations could occur for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.

Our business with government customers may present additional uncertainties. We derive substantial revenue from government contracts. Government contracts generally can present risks and challenges not present in private commercial agreements. For instance, we may be subject to government audits and investigations relating to these contracts, we could be suspended or debarred as a governmental contractor, we could incur civil and criminal fines and penalties, and under certain circumstances contracts may be rescinded. Some agreements may allow a government to terminate without cause and provide for higher liability limits for certain losses. Some contracts may be subject to periodic funding approval, reductions, cancellations, or delays which could adversely impact public-sector demand for our products and services. These events could negatively impact our financial condition, results of operations, and reputation.

We may have additional tax liabilities. We are subject to income taxes in the U.S. and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We may recognize additional tax expense and be subject to additional tax liabilities due to changes in tax laws, regulations, and administrative practices and principles, including changes to the global tax framework, in various jurisdictions. In recent years, multiple domestic and international tax proposals were proposed to impose greater tax burdens on large multinational enterprises. For example, the Organisation for Economic Co-operation and Development continues to advance proposals or guidance in international taxation, including the establishment of a global minimum tax.

30We are regularly under audit by tax authorities in different jurisdictions. Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. We are currently under IRS audit for prior tax years and have received Notices of Proposed Adjustment (“NOPAs”) from the IRS for the tax years 2004 to 2013. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. The final resolution of the proposed adjustments, and other audits or litigation, may differ from the amounts recorded in our consolidated financial statements and adversely affect our results of operations in the period or periods in which that determination is made.

~~PART~~We Iearn a significant amount of our operating income outside the U.S. A change in the mix of earnings and losses in countries with differing statutory tax rates, changes in our business or structure, or the expiration of or disputes about certain tax agreements in a particular country may result in higher effective tax rates for the company. In addition, changes in U.S. federal and state or international tax laws applicable to corporate multinationals, other global fundamental law changes currently being considered by many countries, including in the U.S., and changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions could adversely affect our financial condition and results of operations.

Item 1A

We are regularly under audit by tax authorities in different jurisdictions. Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. We are currently under Internal Revenue Service (“IRS”) audit for prior tax years and have received Notices of Proposed Adjustment (“NOPAs”) from the IRS for the tax years 2004 to 2013. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. The final resolution of the proposed adjustments, and other audits or litigation, may differ from the amounts recorded in our consolidated financial statements and adversely affect our results of operations in the period or periods in which that determination is made.

We earn a significant amount of our operating income outside the U.S. A change in the mix of earnings and losses in countries with differing statutory tax rates, changes in our business or structure, or the expiration of or disputes about certain tax agreements in a particular country may result in higher effective tax rates for the company. In addition, changes in U.S. federal and state or international tax laws applicable to corporate multinationals, other global fundamental law changes currently being considered by many countries, including in the U.S., and changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions may materially adversely affect our financial condition and results of operations.

We are subject to evolving sustainability regulatory requirements and expectations, which exposes us to increased costs and legal and reputational risks. Laws, regulations, and policies relating to environmental, social, and governance matters are being developed and formalized in Europe, the U.S., and elsewhere, which may include specific, target-driven frameworks and disclosure requirements. In addition, we have established and publicly announced goals and commitments to become carbon negative, water positive, zero waste, and protect more land than we use. Any failure or perceived failure to pursue or fulfill our sustainability goals and commitments or to satisfy various sustainability reporting standards or regulatory requirements within the timelines we announce, or at all, could result in claims and lawsuits, regulatory actions, or damage to our reputation, each of which may adversely affect our business, operations, financial condition, and results of operations.

INTELLECTUAL PROPERTY RISKS

We face risks related to the protection and utilization of our intellectual property that may result in our business and operating results being harmed. Protecting our intellectual property rights and combating unlicensed copying and use of our software, source code, and other intellectual property on a global basis is difficult. Similarly, the absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights.

Changes in the law may continue to weaken our ability to prevent the use of patented technology. Our increasing engagement with open source software will also cause us to license our intellectual property rights broadly in certain situations. If we are unable to protect our intellectual property, our results of operations ~~may~~could be adversely affected.

Source code, the detailed program commands for our operating systems and other software programs, is critical to our business. If our source code leaks, we might lose future trade secret protection for that code. It may then become easier for third parties to compete with our products by copying functionality, which could adversely affect our results of operations. Unauthorized access to or disclosure of source code or other intellectual property also could increase the security risks described elsewhere in these risk factors.26

Third parties may claim that we infringe their intellectual property. From time to time, others claim we infringe their intellectual property rights, including current copyright infringement and other claims arising from AI training and output. To resolve these claims, we may enter into royalty-bearing data access or licensing agreements on terms that are less favorable than currently available, stop selling or redesign affected products or services, or pay damages to satisfy indemnification commitments with our customers. Adverse outcomes could also include monetary damages or injunctive relief that may limit or prevent importing, marketing, and selling our products or services that have infringing technologies. We have paid significant amounts to settle claims related to the use of technology and intellectual property rights and to procure intellectual property rights as part of our strategy to manage this risk, and may continue to do so, which could adversely affect our results of operations.

PART I

Item 1A

Source code, the detailed program commands for our operating systems and other software programs, is critical to our business. If our source code leaks, we might lose future trade secret protection for that code. It may then become easier for third parties to compete with our products by copying functionality, which could adversely affect our results of operations. Unauthorized access to or disclosure of source code or other intellectual property also increases the security risks described elsewhere in these risk factors.

GENERAL RISKS

If our reputation or our brands are damaged, our business and results of operations may be harmed. Our reputation and brands are globally recognized and are important to our business. Our reputation and brands affect our ability to attract and retain consumer, business, and public-sector customers. There are numerous ways our reputation or brands could be damaged. These include product safety or quality issues, our environmental impact and sustainability, supply chain practices, or human rights record. We may experience backlash from customers, government entities, advocacy groups, employees, and other stakeholders that disagree with our product offering decisions, public policy positions, or corporate philanthropic initiatives. Damage to our reputation or our brands may occur from, among other things:

•

The introduction of new features, products, services, or terms of service that customers, users, or partners do not like.

•

Public scrutiny of our decisions regarding user privacy, data practices, content, or development and deployment of AI.

•

Data security breaches, cybersecurity incidents, responsible AI failures, compliance failures, or actions of partners or individual employees.

Social media may increase the likelihood, speed, and magnitude of negative brand events. If our brands or reputation are damaged, it could adversely affect our business, results of operations, or ability to attract the most highly qualified employees.

Adverse economic or market conditions ~~may~~could harm our business. Worsening economic conditions, including inflation, recession, pandemic, or other changes in economic conditions, may cause lower IT spending and adversely affect our results of operations. If demand for computing power, PCs, servers, and other computing devices declines, or consumer or business spending for those products declines, our results of operations ~~may~~could be adversely affected.

Our product distribution system relies on an extensive partner and retail network. OEMs building devices that run our software have also been a significant means of distribution. The impact of economic conditions on our partners, such as the bankruptcy of a major distributor, OEM, or retailer, could cause sales channel disruption.

Challenging economic conditions also may impair the ability of our customers to pay for products and services they have purchased. As a result, allowances for doubtful accounts and write-offs of accounts receivable may increase.

We maintain an investment portfolio of various holdings, types, and maturities. These investments are subject to general credit, liquidity, market, and interest rate risks, which may be exacerbated by market downturns or events that affect global financial markets. A significant part of our investment portfolio comprises U.S. government securities. If global financial markets decline for long periods, or if there is a downgrade of the U.S. government credit rating due to an actual or threatened default on government debt, our investment portfolio ~~may~~could be adversely affected and we could determine that more of our investments have experienced a decline in fair value, requiring impairment charges that could adversely affect our financial condition and results of operations.

Catastrophic events or geopolitical conditions may disrupt our business. A disruption or failure of our systems, operations, or supply chain because of a major earthquake, weather event, cyberattack, terrorist attack, pandemic, or other catastrophic event could cause delays in completing sales, providing services, or performing other critical functions. Our corporate headquarters, a significant portion of our research and development activities, and certain other essential business operations are in the Seattle, Washington area, and we have other business operations in the Silicon Valley area of California, both of which are seismically active regions. A catastrophic event that results in the destruction or disruption of any of our critical business or IT systems, or the infrastructure or systems they rely on, such as power grids, could harm our ability to conduct normal business operations or adversely affect our results of operations. Providing our customers with more services and solutions in the cloud puts a premium on the resilience of our systems and strength of our business continuity management plans and magnifies the potential negative consequences of prolonged service outages. 27

PART I

Item 1A

~~Abrupt~~Catastrophic ~~political~~events ~~change,~~or ~~terrorist~~geopolitical ~~activity,~~conditions ~~and~~could ~~armed~~disrupt ~~conflict~~our business. A disruption or failure of our systems, ~~such~~operations, asor ~~the~~supply ~~ongoing~~chain ~~conflict~~because inof ~~Ukraine~~a major earthquake, ~~pose~~weather ~~economic~~event, ~~and~~cyberattack, ~~other~~terrorist ~~risks~~attack, ~~which~~pandemic, ~~may~~or ~~negatively~~other ~~impact~~catastrophic ~~our~~event ~~ability~~could tocause ~~sell~~delays toin ~~and~~completing ~~collect~~sales, ~~from~~providing ~~customers~~services, ~~increase~~or ~~our~~performing ~~operating~~other ~~costs~~critical functions. Our corporate headquarters, ora ~~otherwise~~significant ~~disrupt~~portion of our research and development activities, and certain other essential business operations are in ~~markets~~the ~~both~~Seattle, ~~directly~~Washington area, and ~~indirectly~~we ~~impacted~~have byother ~~such~~business ~~events.~~operations ~~These~~in ~~conditions~~the ~~also~~Silicon ~~may~~Valley ~~add~~area ~~uncertainty~~of toCalifornia, ~~the~~both ~~timing~~of ~~and~~which ~~budget~~are ~~for~~seismically ~~technology~~active ~~investment~~regions. ~~decisions~~A bycatastrophic ~~our~~event ~~customers~~that ~~and~~results ~~may~~in ~~cause~~the ~~supply~~destruction ~~chain~~or ~~disruptions~~disruption ~~for~~of ~~hardware~~any ~~manufacturers.~~of ~~Geopolitical~~our ~~change~~critical ~~may~~business ~~result~~or insystems, ~~changing~~or ~~regulatory~~the infrastructure or systems ~~and~~they ~~requirements~~rely ~~and~~on, ~~market~~such ~~interventions~~as ~~that~~power grids, could ~~impact~~harm our ~~operating~~ability ~~strategies,~~to ~~access~~conduct tonormal ~~national,~~business ~~regional,~~operations ~~and~~or ~~global~~adversely ~~markets,~~affect ~~hiring,~~our ~~and~~results ~~profitability~~of operations. ~~Geopolitical~~Providing ~~instability~~our ~~may~~customers ~~lead~~with tomore ~~sanctions~~services and ~~impact~~solutions ~~our~~in ~~ability~~the tocloud doputs ~~business~~a inpremium ~~some~~on ~~markets~~the orresilience ~~with~~of ~~some~~our ~~public-sector~~systems ~~customers.~~and ~~Any~~strength of ~~these~~our ~~changes~~business ~~may~~continuity ~~negatively~~management ~~affect~~plans ~~our~~and ~~results~~magnifies the potential negative consequences of ~~operations~~prolonged service outages.

~~The~~Abrupt ~~occurrence~~political ofchange, ~~regional~~terrorist ~~epidemics~~activity, orand aarmed ~~global pandemic~~conflict, such as ~~COVID-19~~the ongoing conflict in Ukraine, pose economic and other risks, which may ~~adversely~~negatively ~~affect~~impact our ~~business,~~ability ~~operations~~to sell to and collect from customers, ~~financial~~increase ~~condition~~our operating costs, ~~and~~or ~~results~~otherwise ofdisrupt our operations in markets both directly and indirectly impacted by such events. ~~The~~These ~~extent~~conditions also may add uncertainty to ~~which~~the ~~global~~timing ~~pandemics~~and ~~impact~~budget for technology investment decisions by our ~~business~~customers ~~going~~and ~~forward~~may ~~will~~cause ~~depend~~supply onchain ~~factors~~disruptions ~~such~~for ashardware ~~the~~manufacturers. ~~duration~~Geopolitical change may result in changing regulatory systems and ~~scope~~requirements ofand ~~the~~market ~~pandemic;~~interventions ~~governmental~~that could impact our operating strategies, ~~business~~access to national, regional, and ~~individuals'~~global ~~actions~~markets, inhiring, ~~response~~and toprofitability. ~~the~~Geopolitical ~~pandemic;~~instability ~~and~~may ~~the~~lead to sanctions and impact onour ~~economic~~ability ~~activity,~~to ~~including~~do ~~the~~business ~~possibility~~in ofsome ~~recession~~markets or ~~financial~~with ~~market~~some ~~instability~~public-sector customers. ~~Measures~~Any toof ~~contain~~these achanges ~~global~~could ~~pandemic~~adversely ~~may~~affect ~~intensify~~our ~~other~~results of operations. Changes in geopolitical conditions also increase the security risks described elsewhere in these ~~Risk~~risk ~~Factors~~factors.

The occurrence of regional epidemics or a global pandemic, such as COVID-19, could adversely affect our business, operations, financial condition, and results of operations. The extent to which global pandemics impact our business going forward will depend on factors such as the duration and scope of the pandemic; governmental, business, and individuals' actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability. Measures to contain a global pandemic may intensify other risks described in these Risk Factors.

The long-term effects of climate change on the global economy and the IT industry in particular are unclear. Environmental regulations or changes in the supply, demand, or available sources of energy or other resources may affect the availability or cost of goods and services, including natural resources, necessary to run our business. Changes in climate where we operate may increase the costs of powering and cooling computer hardware we use to develop software and provide cloud-based services.

Our global business exposes us to operational and economic risks. Our customers, employees, and infrastructure are located throughout the world and a significant part of our revenue comes from international sales. The global nature of our business creates operational, economic, and geopolitical risks. Global, regional, and local economic developments, monetary policy, ~~inflation,~~geopolitical ~~and recession~~tension, asparticularly ~~well~~between asthe ~~political~~U.S. and ~~military disputes~~Europe, ~~may~~restrictions ~~adversely~~on ~~affect our results of operations. In addition, our~~ international ~~growth strategy includes certain markets~~trade, ~~the~~such ~~developing~~as ~~nature~~tariffs ofand ~~which~~other ~~presents~~controls ~~several~~on ~~risks,~~imports ~~including~~or ~~deterioration of social~~exports, ~~political~~inflation, ~~labor,~~and ~~or economic conditions in a country or region~~recession, ~~and~~as ~~difficulties~~well inas ~~staffing~~political and ~~managing~~military ~~foreign operations. Emerging nationalist and protectionist trends and concerns about human rights~~disputes, ~~the~~could ~~environment,~~adversely ~~and~~affect ~~political~~our ~~expression~~results inof ~~specific countries may significantly alter the trade and commercial environments~~operations. ~~Changes~~Non-compliance towith ~~trade~~sanctions ~~policy~~as orwell ~~agreements~~ as ageneral ~~result~~ecosystem ofdisruptions ~~populism,~~could ~~protectionism, or economic nationalism may~~ result in ~~higher~~reputational ~~tariffs~~harm, ~~local~~operational ~~sourcing initiatives~~delays, ~~and~~monetary ~~non-local sourcing restrictions~~fines, ~~export~~loss ~~controls~~of revenue, ~~investment~~increased ~~restrictions~~costs, orloss ~~other developments that make it more difficult to sell our products in foreign countries. Disruptions~~ of ~~these~~export ~~kinds~~privileges, ~~in developed~~ or ~~emerging~~criminal ~~markets~~sanctions, which could ~~negatively~~adversely ~~impact~~affect ~~demand for~~ our ~~products and services~~business, ~~impair~~financial ~~our ability to operate in certain regions~~condition, ~~or increase operating costs. Although we hedge a portion of our international currency exposure, significant fluctuations in foreign exchange rates between the U.S. dollar~~ and ~~foreign currencies may adversely affect our~~ results of operations.

~~Our~~In ~~business~~addition, ~~depends on~~ our ~~ability~~international togrowth ~~attract~~strategy ~~and~~includes ~~retain~~certain ~~talented~~markets, ~~employees.~~the ~~Our~~developing ~~business~~nature isof ~~based~~which onpresents ~~successfully~~several ~~attracting~~risks, ~~training,~~including ~~and~~deterioration ~~retaining~~of ~~talented~~social, ~~employees representing diverse backgrounds~~political, ~~experiences~~labor, ~~and~~or ~~skill~~economic ~~sets.~~conditions ~~The~~in ~~market~~a ~~for~~country ~~highly~~or ~~skilled~~region, ~~workers~~ and ~~leaders~~difficulties in ~~our~~staffing ~~industry~~and ismanaging ~~extremely~~foreign ~~competitive~~operations. ~~Maintaining~~Emerging ~~our~~nationalist ~~brand~~ and ~~reputation,~~protectionist astrends ~~well as a diverse~~ and ~~inclusive~~concerns ~~work~~about ~~environment~~human ~~that~~rights, ~~enables~~the ~~all our employees to thrive~~environment, ~~are important to our ability to recruit~~ and ~~retain~~political ~~employees.~~expression ~~We are also limited~~ in ~~our~~specific ~~ability~~countries tomay ~~recruit~~significantly ~~internationally~~alter bythe ~~restrictive~~trade ~~domestic~~and ~~immigration~~commercial ~~laws~~environments. ~~Restraints~~Changes onto ~~the~~trade ~~flow~~policy ofor ~~technical~~agreements ~~and professional talent, including~~ as a result of ~~changes~~populism, toprotectionism, ~~U.S. immigration policies~~ or ~~laws,~~economic nationalism may ~~inhibit~~result ~~our~~in ~~ability~~higher totariffs, ~~adequately~~local ~~staff~~sourcing ~~our~~initiatives, ~~research~~ and ~~development~~non-local ~~efforts.~~sourcing Ifrestrictions, weexport ~~are~~controls, ~~less~~investment ~~successful in our recruiting efforts~~restrictions, or ifother wedevelopments ~~cannot~~that ~~retain~~make ~~highly~~it ~~skilled~~more ~~workers~~difficult ~~and key leaders, our ability~~ to ~~develop~~operate and ~~deliver~~sell ~~successful~~our products ~~and~~in ~~services~~foreign ~~may be adversely affected~~countries. ~~Effective~~Disruptions ~~succession~~of ~~planning~~these iskinds ~~also~~in ~~important~~developed toor ~~our~~emerging ~~long-term~~markets ~~success.~~could ~~Failure~~negatively toimpact ~~ensure~~demand ~~effective~~for ~~transfer~~our ofproducts ~~knowledge~~ and ~~smooth~~services, ~~transitions~~impair ~~involving key employees could hinder~~ our ~~strategic~~ability ~~planning and execution. How employment-related laws are interpreted and applied~~ to ~~our~~operate ~~workforce~~in ~~practices~~certain ~~may~~regions, ~~result~~or inincrease ~~increased~~ operating costs. ~~and~~Although ~~less~~we ~~flexibility~~hedge ina ~~how~~portion weof ~~meet~~ our ~~workforce~~international ~~needs.~~currency ~~Our global workforce is predominantly non-unionized~~exposure, ~~although~~significant wefluctuations ~~do have some employees~~ in ~~the~~foreign ~~U.S.~~exchange ~~and~~rates ~~internationally~~between ~~who are represented by unions or works councils. In~~ the U.S., ~~there~~dollar ~~has~~and ~~been~~foreign acurrencies ~~general~~could ~~increase~~adversely inaffect ~~workers~~our ~~exercising~~results ~~their right to form or join a union. The unionization~~ of ~~significant employee populations could result in higher costs and other operational changes necessary to respond to changing conditions and to establish new relationships with worker representatives~~operations.

3328

PART I

Item 1A

Our business depends on our ability to attract and retain talented employees. Our business is based on successfully attracting, training, and retaining talented employees representing diverse backgrounds, experiences, and skill sets. The market for highly skilled workers and leaders in our industry is extremely competitive. Maintaining our brand and reputation, as well as an inclusive work environment that enables all our employees to thrive, are important to our ability to recruit and retain employees. We are also limited in our ability to recruit internationally by restrictive domestic immigration laws. Restraints on the flow of technical and professional talent, including those derived from changes to U.S. immigration policies or laws, may inhibit our ability to adequately staff our research and development efforts. If we are less successful in our recruiting efforts, or if we cannot retain highly skilled workers and key leaders, our ability to develop and deliver successful products and services could be adversely affected. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. How employment-related laws are interpreted and applied to our workforce practices may result in increased operating costs and less flexibility in how we meet our workforce needs. Our global workforce is predominantly non-unionized, although we do have some employees in the U.S. and internationally who are represented by unions or works councils. In the U.S., there has been a general increase in workers exercising their right to form or join a union. The unionization of significant employee populations could result in higher costs and other operational changes necessary to respond to changing conditions and to establish new relationships with worker representatives.

PART I

Item 1B, 1C

ITEM 1B. UNRESOLVED STAFF COMMENTS

We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of our fiscal year ~~2024~~2025 that remain unresolved.

ITEM 1C. CYBERSECURITY

RISK MANAGEMENT AND STRATEGY

Microsoft plays a central role in the world’s digital ecosystem. We have made it the top corporate priority to protect the computing environment used by our customers and employees and to support the resiliency of our cloud infrastructure and services, products, devices, and our internal corporate resources from determined adversaries. In response to the evolving cybersecurity threat landscape, we launched the Secure Future Initiative (“SFI”) in November 2023 and expanded the scope of SFI in May 2024. The SFI focuses our business strategy and efforts on continual improvement in cybersecurity protection, and is aligned around three security principles:

•

Secure by Design: Security comes first when designing any product or service.

•

Secure by Default: Security protections are enabled and enforced by default, require no extra effort, and are not optional.

•

Secure Operations: Security controls and monitoring will continuously be improved to meet current and future threats.

We operate a cybersecurity program and governance framework designed to protect our computing environments against cybersecurity threats, and we have controls, policies, and procedures to identify, manage, and mitigate cybersecurity threats. Annually, we assess our cybersecurity program’s alignment with the National Institute of Standards & Technology’s Cyber Security Framework (“NIST”) and other applicable industry standards. We also undertake integrated planning and preparedness activities to support business continuity and operational resiliency. We assess our program's effectiveness through various exercises, including tabletop simulations and production environment tests, penetration and vulnerability tests, red team exercises, and other related activities. We conduct mandatory cybersecurity training, provide employees with tools to report suspected incidents and assess their own security posture, and conduct real-time simulated employee education exercises, such as phishing email campaigns designed to emulate real-world attacks. We also engage in robust cybersecurity assessments and remediation efforts for acquired companies.

Our computing environments, products, and services are reviewed by our internal audit teams as well as independent third-party assessors. We are committed to managing the most significant risks to our strategies and ambitions, including cybersecurity risks. The Enterprise Risk Management (“ERM”) organization supports management in this commitment by facilitating the semiannual risk assessment, which documents the priority and status of these risks and aligns them with our strategic mitigation efforts. ERM is structured using a framework based on the Committee of Sponsoring Organization (“COSO”) guidance on Enterprise Risk Management Integrating Strategy with Performance and it also aligns with the International Organization for Standardization 31000:2018 Risk Management Standard.

We continuously monitor our computing environments, products, and services for vulnerabilities and signs of compromise, and we utilize our own security products to combat cybersecurity threats. We integrate security into our computing environments, products, and services through our Security Development Lifecycle (“SDL”). Our SDL introduces security and privacy considerations throughout all phases of our development process and through the adoption of zero-trust end-to-end architecture. We utilize machine learning and AI-powered security tools to gain insights from ~~over~~84 78 trillion signals per day ~~and over 135 million managed devices~~. We track over ~~300~~1,500 unique threat actors, including ~~160~~more than 600 nation-state actors, ~~and~~300 50cybercriminal ~~ransomware~~groups, 200 influence operation groups, and hundreds of others. To support our efforts, we operate a Cyber Defense Operations Center connected to over 10,000 security and threat intelligence experts, including engineers, researchers, data scientists, cybersecurity experts, threat hunters, geopolitical analysts, investigators, and frontline responders across the globe.

3430

PART I

Item 1C

When appropriate, we utilize external service providers to assess, test, or otherwise assist our program. We also leverage third parties by working with external researchers, operating bug bounty programs, and managing coordinated vulnerability disclosure programs with security organizations. We maintain a systematic approach to assessing and controlling the cybersecurity risks presented by third-party service providers. We require third-party service providers to manage their cybersecurity risks in defined ways, undergo cybersecurity reviews, notify us of cyber events, and satisfy additional contractual requirements.

We seek to improve the entire cybersecurity ecosystem through multistakeholder diplomacy to set and uphold expectations for state behavior, advancement of government policy that strengthens cybersecurity and resiliency, disruption and deterrence of cybercrime, protection of national security interests, and disruption of digital threats to democracies. We also establish processes and innovate solutions for us and our customers to address the growing number and complexity of cybersecurity regulations.

When we experience a cybersecurity incident, we utilize our well-established incident response plans that operate both across the company and at the product and services level. Incidents are first triaged for severity, and then more deeply assessed to establish a plan of record and activate internal and external notification, disclosure, and communication plans, as applicable. Engineering and development resources are mobilized to resolve or remediate the incident. After the incident is resolved, a comprehensive post-incident review process is conducted.

We describe the risks from cybersecurity threats, including previous cybersecurity incidents, in section “Risk Factors” (Part I, Item 1A of this Form 10-K). As of the date of this Form 10-K, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect us, including our results of operations or financial condition. However, the cybersecurity threat environment is increasingly challenging, and we, along with the entire digital ecosystem, are under constant and increasing threat. As discussed above, our business strategy is tied to the SFI and we are committed to continuously monitoring cybersecurity threats, enhancing the security of our products, investing in our cybersecurity infrastructure, and collaborating with peers, customers, service providers, regulators, and governments to advance our and the entire digital ecosystem’s cybersecurity defenses and resiliency.

GOVERNANCE

Our Board of Directors oversees cybersecurity risk. Cybersecurity reviews by the Board are scheduled to occur at least quarterly, or more frequently as determined to be necessary or advisable. Presentations to the Board of Directors are made by senior management, including our Chief Information Security Officer (“CISO”), our EVP of Microsoft Security, our EVP of Cloud + AI, and the head of our Customer Security and Trust organization. The presentations address topics such as cybersecurity threats, incidents, top risks and related remediation efforts, results from internal and third-party assessments, progress towards risk-mitigation goals, the functioning of our incident response program, regulatory developments, and digital diplomacy efforts. In addition, we have an escalation process in place to inform senior management and the Board of significant issues. Cybersecurity issues are also considered during separate Board meeting discussions regarding important matters like ERM, audit issues, operational budgeting, business continuity planning, mergers and acquisitions, brand management, and other relevant matters.

Our CISO leads the strategy, engineering, and operations of cybersecurity across the company, and reports to the EVP of ~~Microsoft~~Cloud ~~Security~~+ AI. Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Before joining Microsoft, our CISO served in a prior Chief Technology Officer role as well as in senior leadership, engineering, and operational roles within multiple organizations. In addition to the Board’s oversight of cybersecurity risk, to support the CISO, we have established a Cybersecurity Governance Council (“CGC”) charged with overseeing initiatives that safeguard Microsoft’s ~~infrastructure~~computing environments, products, and services. The CGC is comprised of an executive-level team of Deputy CISOs with cybersecurity backgrounds and expertise relevant to their roles. The CGC responsibilities include approving our enterprise security risk assessment process and results, determining the appropriate cybersecurity risk level and mitigations, reviewing the NIST CSF alignment, and supporting compliance with cybersecurity regulations. Our cybersecurity efforts are supported directly by Microsoft’s security and threat intelligence experts and our employees across the company, all of whom receive cybersecurity awareness training and education and are expected to support our efforts.

3531

PART I

Item 2, 3, 4

ITEM 2. PROPERTIES

Our corporate headquarters are located in Redmond, Washington. We have approximately 15 million square feet of space located in King County, Washington that is used for engineering, sales, marketing, and operations, among other general and administrative purposes. These facilities include approximately 12 million square feet of owned space situated on approximately 530 acres of land we own at our corporate headquarters, and approximately 3 million square feet of space we lease.

We own and lease other facilities domestically and internationally, primarily for offices, datacenters, and research and development. The largest owned international properties include space in the following locations: China, India, Ireland, and the Netherlands. The largest leased international properties include space in the following locations: Australia, Canada, China, France, Germany, India, Ireland, Israel, Japan, the Netherlands, and the United Kingdom. Refer to Research and Development (Part I, Item 1 of this Form 10-K) for further discussion of our research and development facilities.

The table below shows a summary of the square footage of our properties owned and leased domestically and internationally as of June 30, ~~2024~~2025:

(Square feet in millions)
Location	Owned		Leased		Total
U.S.		3034		2023		5057
International		1013		2527		3540
Total		4047		4550		8597

ITEM 3. LEGAL PROCEEDINGS

Refer to Note 1514 – Contingencies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for information regarding legal proceedings in which we are involved.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

3632

PART II

Item 5

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET AND STOCKHOLDERS

Our common stock is traded on the NASDAQ Stock Market under the symbol MSFT. On July 2524, ~~2024~~2025, there were 8177,~~346~~014 registered holders of record of our common stock.

SHARE REPURCHASES AND DIVIDENDS

Following are our monthly share repurchases for the fourth quarter of fiscal year ~~2024~~2025:

Period	Total Numberof SharesPurchased		Average PricePaid Per Share			Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs		Approximate DollarValue of Shares ThatMay Yet BePurchased Under thePlans or Programs
	(In millions)
April 1, 2024 – April 30, 2024		2,444,905		$	413.75		2,444,905	$	12,138
April 1, 2025 – April 30, 2025		3,180,776		$	376.90		3,180,776	$	59,350
May 1, 2024 – May 31, 2024		2,233,450			416.85		2,233,450		11,207
May 1, 2025 – May 31, 2025		2,360,700			448.01		2,360,700		58,293
June 1, 2024 – June 30, 2024		1,963,873			436.58		1,963,873		10,349
June 1, 2025 – June 30, 2025		1,979,017			476.78		1,979,017		57,349
		6,642,228					6,642,228
		7,520,493					7,520,493

All share repurchases were made using cash resources. Our share repurchases may occur through open market purchases or pursuant to a Rule 10b5-1 trading plan. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.

~~Our~~On September 16, 2024, our Board of Directors ~~declared~~approved ~~the~~a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in April 2025, following ~~dividends~~completion ~~during~~of the ~~fourth~~program ~~quarter~~approved ofon ~~fiscal~~September ~~year~~14, ~~2024:~~2021, has no expiration date, and may be terminated at any time.

Declaration Date

Record Date

Payment Date

DividendPer Share

Amount

(In millions)

June 12, 2024

August 15, 2024

September 12, 2024

0.75

5,575

Our Board of Directors declared the following dividends during the fourth quarter of fiscal year 2025:

We returned $8.4 billion to shareholders in the form of share repurchases and dividends in the fourth quarter of fiscal year 2024. Refer to Note 16 – Stockholders’ Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion regarding share repurchases and dividends.

     Declaration Date

     Record Date

     Payment Date

     Dividend
Per Share

     Amount

      
     (In millions)

     June 10, 2025

     August 21, 2025

     September 11, 2025

     $

     0.83

     $

     6,170

37We returned $9.4 billion to shareholders in the form of share repurchases and dividends in the fourth quarter of fiscal year 2025. Refer to Note 15 – Stockholders’ Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion regarding share repurchases and dividends.

RECENT SALES OF UNREGISTERED SECURITIES

In May 2025, as consideration for the acquisition of a business, we issued 117,623 shares of common stock to the seller in connection with the closing in reliance on exemption from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof because the issuance of securities did not involve a public offering.

PART II

Item 6

ITEM 6. [RESERVED]

3834

PART II

Item 7

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Microsoft Corporation. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of our operations for the year ended June 30, ~~2024~~2025 compared to the year ended June 30, ~~2023~~2024. For a discussion of the year ended June 30, ~~2023~~2024 compared to the year ended June 30, ~~2022~~2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended June 30, ~~2023~~2024 and our Form 8-K filed on December 3, 2024.

OVERVIEW

Microsoft is a technology company committed to making digital technology and artificial intelligence (“AI”) available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more. We create platforms and tools, powered by AI, that deliver innovative solutions that meet the evolving needs of our customers.

We generate revenue by offering a wide range of cloud-based solutions, content, and other services to people and businesses; licensing and supporting an array of software products; delivering relevant online advertising to a global audience; and designing and selling devices. Our most significant expenses are related to compensating employees; supporting and investing in our cloud-based services, including datacenter operations; designing, manufacturing, marketing, and selling our other products and services; and income taxes.

Highlights from fiscal year ~~2024~~2025 compared with fiscal year ~~2023~~2024 included:

•

Microsoft Cloud revenue increased 23% to $~~137~~168.49 billion.

•

~~Office~~Microsoft 365 Commercial products and cloud services revenue increased 14% driven by ~~Office~~Microsoft 365 Commercial cloud revenue growth of 1615%.

•

~~Office~~Microsoft 365 Consumer products and cloud services revenue increased 411% ~~and~~driven by Microsoft 365 Consumer ~~subscribers~~cloud ~~grew~~revenue togrowth ~~82.5~~of ~~million~~11%.

•

LinkedIn revenue increased 9%.

•

Dynamics products and cloud services revenue increased 1915% driven by Dynamics 365 revenue growth of 2419%.

•

Server products and cloud services revenue increased 2223% driven by Azure and other cloud services revenue growth of 3034%.

•

Windows ~~revenue increased 8% with Windows original equipment manufacturer licensing (“Windows~~ OEM”) ~~revenue growth of 7%~~ and ~~Windows~~Devices ~~Commercial products and cloud services~~ revenue ~~growth~~increased ~~of 11~~3%.

•

~~Devices~~Xbox content and services revenue ~~decreased~~increased 1516%.

•

~~Xbox~~Search ~~content~~ and ~~services~~news advertising revenue ~~increased~~excluding ~~50%~~traffic ~~driven by 44 points of net impact from the Activision Blizzard Inc. (“Activision Blizzard”)~~ acquisition. ~~The~~costs ~~net~~increased ~~impact reflects the change of Activision Blizzard content from third-party to first-party~~20%.

~~Search~~Industry Trends and ~~news advertising revenue excluding traffic acquisition costs increased 12%.~~Opportunities

OnOur ~~October~~industry ~~13,~~is ~~2023,~~dynamic weand ~~completed~~highly ~~our~~competitive, ~~acquisition~~with offrequent ~~Activision~~changes ~~Blizzard~~in ~~for~~both atechnologies ~~total~~and ~~purchase~~business ~~price of $75~~models.4 ~~billion,~~Each ~~consisting~~industry ~~primarily~~shift ofis ~~cash.~~an ~~The~~opportunity ~~financial~~to ~~results~~conceive ofnew ~~Activision~~products, ~~Blizzard~~new ~~have~~technologies, ~~been~~or ~~included~~new inideas ~~our~~that ~~consolidated~~can ~~financial~~further ~~statements~~transform ~~since~~ the ~~date~~industry ofand ~~the~~our ~~acquisition~~business. ~~Activision~~At ~~Blizzard~~Microsoft, iswe ~~reported~~push asthe ~~part~~boundaries of ~~our~~what ~~More~~is ~~Personal~~possible ~~Computing~~through ~~segment.~~a ~~Refer~~broad torange ~~Note~~of 8research –and ~~Business~~development ~~Combinations~~activities ofthat ~~the~~seek ~~Notes~~ to ~~Financial~~identify ~~Statements~~and ~~(Part~~address ~~II,~~the ~~Item~~changing 8demands of ~~this~~customers ~~Form~~and ~~10-K)~~users, ~~for~~industry ~~further~~trends, ~~discussion~~and competitive forces.

39Microsoft and OpenAI maintain a long-term strategic partnership originally established in 2019. Microsoft is a major investor in OpenAI, and the companies have reciprocal revenue-sharing arrangements. We hold rights to OpenAI’s intellectual property, including models and infrastructure, for integration into our products. The OpenAI API is exclusive to Azure, runs on Azure, and is available through the Azure OpenAI Service. We also have a right of first refusal on OpenAI's new capacity needs.

PART II

Item 7

Industry Trends

Our industry is dynamic and highly competitive, with frequent changes in both technologies and business models. Each industry shift is an opportunity to conceive new products, new technologies, or new ideas that can further transform the industry and our business. At Microsoft, we push the boundaries of what is possible through a broad range of research and development activities that seek to identify and address the changing demands of customers and users, industry trends, and competitive forces.

Economic Conditions, Challenges, and Risks

The markets for software, devices, and cloud-based services are dynamic and highly competitive. Our competitors are developing new software and devices, while also deploying competing cloud-based services for consumers and businesses. The devices and form factors customers prefer evolve rapidly, influencing how users access services in the cloud and, in some cases, the user’s choice of which suite of cloud-based services to use. Aggregate demand for our software, services, and devices is also correlated to global macroeconomic and geopolitical factors, which remain dynamic. We must continue to evolve and adapt over an extended time in pace with this changing environment.

The investments we are making in cloud and AI infrastructure and devices will continue to increase our operating costs and may decrease our operating margins. We continue to identify and evaluate opportunities to expand our datacenter locations and increase our server capacity to meet the evolving needs of our customers, particularly given the growing demand for AI services. Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (“GPUs”) and other components. Our devices are primarily manufactured by third-party contract manufacturers. For the majority of our products, we have the ability to use other manufacturers if a current vendor becomes unavailable or unable to meet our requirements. However, some of our products contain certain components for which there are very few qualified suppliers. Extended disruptions at these suppliers could impact our ability to manufacture devices on time to meet consumer demand.

Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one’s career across many different products and businesses, and competitive compensation and benefits.

Our international operations provide a significant portion of our total revenue and expenses. Many of these revenue and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Fluctuations in the U.S. dollar relative to certain foreign currencies did not have a material impact on reported revenue and expenses from our international operations in fiscal year ~~2024~~2025.

Further, global, regional, and local economic developments and changes in global trade policies such as restrictions on international trade, including tariffs and other controls on imports or exports, could result in increased supply chain challenges, cost volatility, and consumer and economic uncertainty which may adversely affect our results of operations.

Refer to Risk Factors (Part I, Item 1A of this Form 10-K) for a discussion of these factors and other risks.

Seasonality

Our revenue fluctuates quarterly and is generally higher in the fourth quarter of our fiscal year. Fourth quarter revenue is driven by a higher volume of multi-year contracts executed during the period.

Change in Accounting Estimate

In July 2022, we completed an assessment of the useful lives of our server and network equipment. Due to investments in software that increased efficiencies in how we operate our server and network equipment, as well as advances in technology, we determined we should increase the estimated useful lives of both server and network equipment from four years to six years. This change in accounting estimate was effective beginning fiscal year 2023.

PART II

Item 7

Reportable Segments

We report our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. The segment amounts included in MD&A are presented on a basis consistent with our internal management reporting.

~~Additional~~In ~~information~~August on2024, we announced changes to the composition of our ~~reportable~~segments. These changes align our segments iswith ~~contained~~how inwe ~~Note~~currently 19manage –our ~~Segment~~business, ~~Information~~most ~~and~~notably ~~Geographic~~bringing ~~Data~~the commercial components of Microsoft 365 together in the ~~Notes~~Productivity toand ~~Financial~~Business ~~Statements~~Processes ~~(Part~~segment. IIBeginning in fiscal year 2025, ~~Item~~the 8information that our chief operating decision maker is regularly provided and reviews for purposes of ~~this~~allocating ~~Form~~resources ~~10-K)~~and assessing performance reflects these segment changes. Prior period segment information has been recast to conform to the way we internally manage and monitor our business during fiscal year 2025.

Additional information on our reportable segments is contained in Note 18 – Segment Information and Geographic Data of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

PART II

Item 7

Metrics

We use metrics in assessing the performance of our business and to make informed decisions regarding the allocation of resources. We disclose metrics to enable investors to evaluate progress against our ambitions, provide transparency into performance trends, and reflect the continued evolution of our products and services. Our commercial and other business metrics are fundamentally connected based on how customers use our products and services. The metrics are disclosed in the MD&A or the Notes to Financial Statements (Part II, Item 8 of this Form 10-K). Financial metrics are calculated based on financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and growth comparisons relate to the corresponding period of last fiscal year.

In the first quarter of fiscal year ~~2024~~2025, we made updates to our metrics in connection with the ~~presentation~~segment changes described above. These changes align our metrics with how we manage and ~~method~~monitor certain businesses. The key change was bringing the commercial components of ~~calculation~~Microsoft ~~for~~365 ~~certain~~together ~~metrics,~~and ~~revising~~creating ~~our~~a new Microsoft ~~Cloud~~365 Commercial cloud revenue growth metric. toOther changes include ~~revenue~~combining ~~growth~~Windows OEM and ~~expanding~~Devices ~~our~~into ~~Microsoft~~a ~~365~~single ~~Consumer~~revenue ~~subscribers~~growth metric tothat ~~include~~brings ~~Microsoft~~revenue ~~365~~from ~~Basic~~PC ~~subscribers~~market-driven businesses together, ~~aligning~~as ~~with~~well ~~how~~as weelevating ~~manage~~our cloud revenue growth metrics to align to our ~~business~~strategic focus on cloud growth.

Commercial

Our commercial business primarily consists of Server products and cloud services, ~~Office~~Microsoft 365 Commercial, ~~Windows~~products ~~Commercial~~and cloud services, the commercial portion of LinkedIn, ~~Enterprise~~Dynamics products and ~~partner~~cloud services, and ~~Dynamics~~Enterprise and partner services. Our commercial metrics allow management and investors to assess the overall health of our commercial business and include leading indicators of future performance.

Commercial remaining performance obligation		Commercial portion of revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods
Microsoft Cloud revenue and revenue growth		Revenue from Microsoft 365 Commercial cloud, Azure and other cloud services, ~~Office 365 Commercial,~~ the commercial portion of LinkedIn, ~~Dynamics 365,~~ and ~~other~~Dynamics ~~commercial cloud properties~~365
Microsoft Cloud gross margin percentage		Gross margin percentage for our Microsoft Cloud business

PART II

Item 7

Productivity and Business Processes and Intelligent Cloud

Metrics related to our Productivity and Business Processes and Intelligent Cloud segments assess the health of our core businesses within these segments. The metrics primarily reflect growth across our cloud ~~and on-premises product strategies and trends~~services.

Office Commercial products and cloud services revenue growth		Revenue from Office Commercial products and cloud services (Office 365 subscriptions, the Office 365 portion of Microsoft 365 Commercial subscriptions, and Office licensed on-premises), comprising Office, Exchange, SharePoint, Microsoft Teams, Office 365 Security and Compliance, Microsoft Viva, and Copilot for Microsoft 365
Microsoft 365 Commercial cloud revenue growth		Revenue from Microsoft 365 Commercial subscriptions, comprising Microsoft 365 Commercial, Enterprise Mobility + Security, the cloud portion of Windows Commercial, the per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, Microsoft 365 Security and Compliance, and Microsoft 365 Copilot
Office Consumer products and cloud services revenue growth		Revenue from Office Consumer products and cloud services, including Microsoft 365 Consumer and Copilot Pro subscriptions, Office licensed on-premises, and other Office services
Microsoft 365 Commercial seat growth		The number of Microsoft 365 Commercial seats at end of period where seats are paid users covered by a Microsoft 365 Commercial subscription
Office 365 Commercial seat growth		The number of Office 365 Commercial seats at end of period where seats are paid users covered by an Office 365 Commercial subscription
Microsoft 365 Consumer cloud revenue growth		Revenue from Microsoft 365 Consumer subscriptions and other consumer services
Microsoft 365 Consumer subscribers		The number of Microsoft 365 Consumer ~~and Copilot Pro~~ subscribers at end of period
Dynamics products and cloud services revenue growth		Revenue from Dynamics products and cloud services, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate; and on-premises ERP and CRM applications
LinkedIn revenue growth		Revenue from LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions
Server products and cloud services revenue growth		Revenue from Server products and cloud services, including Azure and other cloud services; SQL Server, Windows Server, Visual Studio, System Center, and related Client Access Licenses (“CALs”); and Nuance and GitHub
Dynamics 365 revenue growth		Revenue from Dynamics 365, including a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate
Azure and other cloud services revenue growth		Revenue from Azure and other cloud services, including cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services

~~More Personal Computing~~37

Metrics related to our More Personal Computing segment assess the performance of key lines of business within this segment. These metrics provide strategic product insights which allow us to assess the performance across our commercial and consumer businesses. As we have diversity of target audiences and sales motions within the Windows business, we monitor metrics that are reflective of those varying motions.

Windows OEM revenue growth Revenue from sales of Windows Pro and non-Pro licenses sold through the OEM channel Windows Commercial products and cloud services revenue growth Revenue from Windows Commercial products and cloud services, comprising volume licensing of the Windows operating system, Windows cloud services, and other Windows commercial offerings Devices revenue growth Revenue from Devices, including Surface, HoloLens, and PC accessories Xbox content and services revenue growth Revenue from Xbox content and services, comprising first-party content (such as Activision Blizzard) and third-party content, including games and in-game content; Xbox Game Pass and other subscriptions; Xbox Cloud Gaming; advertising; third-party disc royalties; and other cloud services Search and news advertising revenue (ex TAC) growth Revenue from search and news advertising excluding traffic acquisition costs (“TAC”) paid to Bing Ads network publishers and news partners

PART II

Item 7

More Personal Computing

Metrics related to our More Personal Computing segment assess the performance of our key consumer businesses.


Windows OEM and Devices revenue growth		Revenue from sales of Windows Pro and non-Pro licenses sold through the OEM channel and sales of first-party Devices, including Surface and PC accessories

Xbox content and services revenue growth		Revenue from Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, and other cloud services

Search and news advertising revenue (ex TAC) growth		Revenue from search and news advertising excluding traffic acquisition costs (“TAC”) paid to Bing Ads network publishers and news partners

SUMMARY RESULTS OF OPERATIONS

(In millions, except percentages and per share amounts)	~~2024~~2025		~~2023~~2024		PercentageChange
Revenue	$	~~245~~281,~~122~~724	$	~~211~~245,~~915~~122		1615%
Gross margin		~~171~~193,~~008~~893		~~146~~171,~~052~~008		1713%
Operating income		~~109~~128,~~433~~528		88109,~~523~~433		2417%
Net income		88101,~~136~~832		7288,~~361~~136		2216%
Diluted earnings per share		1113.8064		911.6880		2216%
Adjusted gross margin (non-GAAP)		171,008		146,204		17%
Adjusted operating income (non-GAAP)		109,433		89,694		22%
Adjusted net income (non-GAAP)		88,136		73,307		20%
Adjusted diluted earnings per share (non-GAAP)		11.80		9.81		20%

~~Adjusted~~Fiscal ~~gross~~Year ~~margin,~~2025 ~~operating~~Compared income, net income, and diluted earnings per share (“EPS”) are non-GAAP financial measures. Prior year non-GAAP financial measures exclude the impact of a $1.2 billion charge in the second quarter of fiscal year 2023 (“Q2 charge”), which included employee severance expenses, impairment charges resulting from changes to our hardware portfolio, and costs related to lease consolidation activities. Refer to the Non-GAAP Financial Measures section below for a reconciliation of our financial results reported in accordance with ~~GAAP~~Fiscal toYear ~~non-GAAP financial results.~~2024

~~Fiscal~~Revenue ~~Year~~increased ~~2024~~$36.6 ~~Compared~~billion or 15% with ~~Fiscal~~growth ~~Year~~across ~~2023~~each of our segments. Intelligent Cloud revenue increased driven by Azure. Productivity and Business Processes revenue increased driven by Microsoft 365 Commercial cloud. More Personal Computing revenue increased driven by Gaming and Search and news advertising.

~~Revenue~~Cost of revenue increased $3313.27 billion or 1619% driven by growth ~~across~~in ~~each~~Microsoft ~~of our segments. Intelligent~~ Cloud ~~revenue increased driven by Azure~~. ~~Productivity and Business Processes revenue increased driven by Office 365 Commercial. More Personal Computing revenue increased driven by Gaming.~~

~~Cost~~Gross ofmargin ~~revenue~~ increased $822.39 billion or 13% ~~driven~~with by growth inacross ~~Microsoft~~each ~~Cloud~~of ~~and~~our ~~Gaming, offset in part by a decline in Devices~~segments.

•

Gross margin ~~increased~~percentage ~~$25.0~~decreased ~~billion~~slightly ~~or 17%~~ driven by ~~growth~~Intelligent ~~across~~Cloud, ~~each~~offset ofin ~~our~~part ~~segments.~~by More Personal Computing.

•

~~Gross~~Microsoft Cloud gross margin percentage ~~increased~~decreased ~~slightly.~~to ~~Excluding~~69% ~~the~~driven ~~impact~~by of the ~~change~~impact ~~in accounting estimate for the useful lives~~ of scaling our ~~server~~AI ~~and network equipment~~infrastructure, ~~gross~~offset ~~margin~~in ~~percentage~~part ~~increased 2 points driven~~ by ~~improvement~~efficiency gains in ~~More Personal Computing~~Azure.

~~Microsoft~~Operating ~~Cloud~~expenses ~~gross~~increased ~~margin~~$3.8 ~~percentage~~billion ~~decreased~~or ~~slightly to 71~~6%. ~~Excluding the impact of the change in accounting estimate, Microsoft Cloud gross margin percentage increased slightly~~ driven by ~~improvements~~investments in ~~Azure~~cloud and ~~Office~~AI ~~365~~engineering ~~Commercial,~~and ~~inclusive of scaling our AI infrastructure~~Gaming, ~~offset~~including inthe ~~part~~impact byof ~~sales~~the ~~mix~~Activision ~~shift~~Blizzard ~~to Azure~~acquisition.

Operating ~~expenses~~income increased $419.01 billion or 717% ~~driven by Gaming,~~ with ~~7 points of~~ growth ~~from~~across ~~the~~each ~~Activision~~of ~~Blizzard~~our ~~acquisition, and investments in cloud engineering, offset in part by the prior year Q2 charge~~segments.

~~Operating income increased $20.9 billion or 24% driven by growth across each of our segments.~~38

Prior year gross margin, operating income, net income, and diluted EPS were negatively impacted by the Q2 charge, which resulted in decreases of $152 million, $1.2 billion, $946 million, and $0.13, respectively.

PART II

Item 7

SEGMENT RESULTS OF OPERATIONS

(In millions, except percentages)	~~2024~~2025		~~2023~~2024		PercentageChange
Revenue
Productivity and Business Processes
Productivity and Business Processes	$	77,728	$	69,274		12%
Revenue	$	120,810	$	106,820		13%
Intelligent Cloud		105,362		87,907		20%
Cost of revenue		22,422		19,611		14%
More Personal Computing		62,032		54,734		13%
Operating expenses		28,615		27,548		4%
Total	$	245,122	$	211,915		16%
Operating Income	$	69,773	$	59,661		17%
Operating Income
Intelligent Cloud
Productivity and Business Processes	$	40,540	$	34,189		19%
Revenue	$	106,265	$	87,464		21%
Intelligent Cloud		49,584		37,884		31%
Cost of revenue		40,171		29,611		36%
More Personal Computing		19,309		16,450		17%
Operating expenses		21,505		20,040		7%
Total	$	109,433	$	88,523		24%
Operating Income	$	44,589	$	37,813		18%
More Personal Computing
Revenue	$	54,649	$	50,838		7%
Cost of revenue		25,238		24,892		1%
Operating expenses		15,245		13,987		9%
Operating Income	$	14,166	$	11,959		18%
Total
Revenue	$	281,724	$	245,122		15%
Cost of revenue		87,831		74,114		19%
Operating expenses		65,365		61,575		6%
Operating Income	$	128,528	$	109,433		17%

Reportable Segments

Fiscal Year ~~2024~~2025 Compared with Fiscal Year ~~2023~~2024

Productivity and Business Processes

Revenue increased $814.50 billion or 1213%.

•

~~Office~~Microsoft 365 Commercial products and cloud services revenue increased $510.8 billion or 14%. ~~Office~~Microsoft 365 Commercial cloud revenue grew 1615% with Microsoft 365 Commercial seat growth of 76%, driven by small and medium ~~business~~businesses and frontline worker offerings, as well as growth in revenue per user. ~~Office~~Microsoft 365 Commercial products revenue ~~declined~~grew 167% driven by ~~continued~~the ~~customer~~Windows ~~shift~~Commercial toon-premises ~~cloud~~components ~~offerings~~of Microsoft 365 suite sales and an increase in Office transactional purchasing with the launch of Office 2024.

•

~~Office~~Microsoft 365 Consumer products and cloud services revenue increased $~~237~~756 million or 411%. Microsoft 365 Consumer ~~subscribers~~cloud revenue grew 1011% driven by Microsoft 365 Consumer subscriber growth of 8% to 8289.50 million, as well as growth in revenue per user from the price increase announced in January 2025.

•

LinkedIn revenue increased $1.4 billion or 9% ~~driven~~with by growth across all lines of business ~~– Talent Solutions, Premium Subscriptions, Marketing Solutions, and Sales Solutions~~.

•

Dynamics products and cloud services revenue increased $~~1.0~~996 ~~billion~~million or 1915% driven by growth in Dynamics 365, offset in part by a decline in Dynamics on-premises products. Dynamics 365 revenue grew 2419% ~~driven~~with by growth across all workloads.

Operating income increased $610.41 billion or 1917%.

•

~~Gross~~Cost ~~margin~~of revenue increased $62.58 billion or 1214% driven by growth in ~~Office~~Microsoft 365 Commercial. ~~Gross margin percentage decreased slightly~~cloud. ~~Excluding the impact of the change in accounting estimate, gross margin percentage increased slightly driven by improvement in Office 365 Commercial.~~

•

~~Operating~~Gross ~~expenses~~margin increased $~~159~~11.2 ~~million~~billion or 113% driven by growth in Microsoft 365 Commercial cloud. Gross margin percentage decreased slightly primarily driven by the impact of scaling our AI infrastructure, offset in part by efficiency gains in Microsoft 365 Commercial cloud.

•

~~Intelligent~~Operating ~~Cloud~~expenses increased $1.1 billion or 4% driven by investments in cloud and AI engineering and commercial sales.

~~Revenue increased $17.5 billion or 20%.~~39

Server products and cloud services revenue increased $17.8 billion or 22% driven by Azure and other cloud services. Azure and other cloud services revenue grew 30% driven by growth in our consumption-based services. Server products revenue increased 3% driven by continued demand for our hybrid solutions, including Windows Server and SQL Server running in multi-cloud environments.

Enterprise and partner services revenue decreased $306 million or 4% driven by declines in Enterprise Support Services and Industry Solutions.

PART II

Item 7

~~Operating~~Intelligent ~~income~~Cloud ~~increased $11.7 billion or 31%.~~

~~Gross~~Revenue ~~margin~~ increased $1118.68 billion or 1921% ~~driven by growth in Azure~~. Gross margin percentage decreased slightly. Excluding the impact of the change in accounting estimate, gross margin percentage increased slightly primarily driven by improvement in Azure, inclusive of scaling our AI infrastructure, offset in part by sales mix shift to Azure.

•

~~Operating~~Server ~~expenses~~products ~~decreased~~and ~~slightly~~cloud ~~primarily~~services revenue increased $18.6 billion or 23% driven by ~~the~~Azure ~~prior~~and ~~year~~other Q2cloud ~~charge,~~services. ~~offset~~Azure inand ~~part~~other cloud services revenue grew 34% driven by ~~investments~~demand for our portfolio of services. Server products revenue decreased 3% driven by a decrease in ~~Azure~~transactional purchasing with continued customer shift to cloud offerings.

•

Enterprise and partner services revenue increased $166 million or 2% driven by growth in Enterprise Support Services, offset in part by a decline in Industry Solutions.

Operating income increased $6.8 billion or 18%.

•

Cost of revenue increased $10.6 billion or 36% driven by growth in Azure.

•

Gross margin increased $8.2 billion or 14% driven by growth in Azure. Gross margin percentage decreased driven by the impact of scaling our AI infrastructure, offset in part by efficiency gains in Azure.

•

Operating expenses increased $1.5 billion or 7% driven by investments in cloud and AI engineering.

More Personal Computing

Revenue increased $7.3.8 billion or 137%.

•

Windows and Devices revenue increased $~~1.7~~288 ~~billion~~million or 82%. ~~driven by growth in~~ Windows ~~Commercial and Windows~~ OEM. ~~Windows Commercial products~~ and ~~cloud~~Devices ~~services~~ revenue increased 113% driven by ~~demand~~growth ~~for~~in ~~Microsoft 365.~~ Windows OEM, ~~revenue~~offset ~~increased~~in 7%part by a decline in Devices.

•

Gaming revenue increased $62.0 billion or 399% driven by growth in Xbox content and services, offset in part by a decline in Xbox hardware. Xbox content and services revenue increased 5016% driven by 44the ~~points~~impact of ~~net impact from~~ the Activision Blizzard acquisition and Xbox Game Pass. Xbox hardware revenue decreased 1325% driven by lower volume of consoles sold.

•

Search and news advertising revenue increased $~~418~~1.6 ~~million~~billion or 313%. Search and news advertising revenue excluding traffic acquisition costs increased 1220% driven by higher search volume and higher revenue per search.

~~Devices~~Operating ~~revenue~~income ~~decreased~~increased $~~815~~2.2 ~~million~~billion or 1518%.

•

~~Operating~~Cost ~~income~~of revenue increased $~~2.9~~346 ~~billion~~million or 171% driven by growth in Search and news advertising.

•

Gross margin increased $63.85 billion or 2313% ~~driven by growth in Gaming,~~ with ~~10 points of net impact from the Activision Blizzard acquisition, as well as~~ growth inacross ~~Windows~~all businesses. Gross margin percentage increased ~~driven~~with byimprovement ~~sales~~across ~~mix~~all ~~shift to higher margin~~ businesses ~~and improvement in Devices~~.

•

Operating expenses increased $31.93 billion or 319% driven by Gaming, ~~with~~including 34the ~~points~~impact of ~~growth from~~ the Activision Blizzard acquisition.

OPERATING EXPENSES

Research and Development

(In millions, except percentages)

~~2024~~2025

~~2023~~2024

PercentageChange

Research and development

2932,~~510~~488

2729,~~195~~510

910%

As a percent of revenue

12%

1312%

~~(1)ppt~~0ppt

Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include technology development costs, including AI training and other infrastructure costs, third-party development and programming costs, and the amortization of purchased software code and services content.

~~Fiscal Year 2024 Compared with Fiscal Year 2023~~40

Research and development expenses increased $2.3 billion or 9% driven by Gaming, with 7 points of growth from the Activision Blizzard acquisition, and investments in cloud engineering.

Sales and Marketing

(In millions, except percentages)	2024		2023		PercentageChange
Sales and marketing	$	24,456	$	22,759		7%
As a percent of revenue		10%		11%		(1)ppt

PART II

Item 7

Fiscal Year 2025 Compared with Fiscal Year 2024

Research and development expenses increased $3.0 billion or 10% driven by investments in cloud and AI engineering and Gaming, including the impact of the Activision Blizzard acquisition.

Sales and Marketing


(In millions, except percentages)	2025		2024		Percentage Change


Sales and marketing	$	25,654	$	24,456		5%
As a percent of revenue		9%		10%		(1)ppt

Fiscal Year ~~2024~~2025 Compared with Fiscal Year ~~2023~~2024

Sales and marketing expenses increased $1.72 billion or 75% driven by investments in commercial sales and Gaming, ~~with~~including 6the ~~points~~impact of ~~growth from~~ the Activision Blizzard acquisition.

General and Administrative

(In millions, except percentages)

~~2024~~2025

~~2023~~2024

PercentageChange

General and administrative

7,~~609~~223

7,~~575~~609

0(5)%

As a percent of revenue

43%

~~(1)ppt~~0ppt

General and administrative expenses include payroll, employee benefits, stock-based compensation expense, employee severance expense incurred as part of a corporate program, and other headcount-related expenses associated with finance, legal, facilities, certain human resources and other administrative personnel, certain taxes, and legal and other administrative fees.

Fiscal Year ~~2024~~2025 Compared with Fiscal Year ~~2023~~2024

General and administrative expenses ~~increased~~decreased ~~slightly~~$386 asmillion ~~growth~~or ~~from~~5% ~~the~~driven ~~Activision~~by ~~Blizzard~~Gaming, ~~acquisition~~including ~~was~~the ~~offset~~impact inof ~~part by~~ the ~~prior~~Activision ~~year~~Blizzard ~~Q2 charge~~acquisition.

OTHER INCOME (EXPENSE), NET

The components of other income (expense), net were as follows:

(In millions)
Year Ended June 30,		~~2024~~2025			~~2023~~2024
Interest and dividends income	$	32,~~157~~647		$	23,~~994~~157
Interest expense		(2,~~935~~385	)		(12,~~968~~935	)
Net recognized gains (losses) on investments		(118	)		260
Net recognized losses on investments		(349	)		(118	)
Net losses on derivatives		(~~187~~260	)		(~~456~~187	)
Net gains (losses) on foreign currency remeasurements		~~(244~~171	)		~~181~~(244	)
Other, net		(14,~~319~~725	)		(~~223~~1,319	)
Total	$	(14,~~646~~901	)	$	~~788~~(1,646	)

We use derivative instruments to manage risks related to foreign currencies, interest rates, equity prices, and credit; to enhance investment returns; and to facilitate portfolio diversification. Gains and losses from changes in fair values of derivatives that are not designated as hedging instruments are primarily recognized in other income (expense), net.

~~Fiscal Year 2024 Compared with Fiscal Year 2023~~41

Interest and dividends income increased due to higher yields. Interest expense increased due to the issuance of commercial paper. Net recognized losses on investments increased primarily due to higher equity impairments and lower gains on equity investments. Net losses on derivatives decreased primarily due to lower losses on equity derivatives. Other, net primarily reflects net recognized losses on equity method investments.

PART II

Item 7

Fiscal Year 2025 Compared with Fiscal Year 2024

Interest and dividends income decreased primarily due to lower portfolio balances. Interest expense decreased primarily due to maturities of commercial paper and higher capitalization of debt interest expense, offset in part by higher finance lease interest expense. Net recognized losses on investments increased primarily due to higher impairments, offset in part by higher gains on equity investments in the current period. Net losses on derivatives increased primarily due to higher losses on equity derivatives in the current period. Other, net primarily reflects net recognized losses on equity method investments, including OpenAI.

INCOME TAXES

Effective Tax Rate

Our effective tax rate for both fiscal years ~~2024~~2025 and ~~2023~~2024 was 18% ~~and 19%, respectively~~. ~~The~~Our ~~decrease in our~~ effective tax rate ~~was~~for ~~primarily~~the ~~due~~fiscal toyear ~~tax~~ended ~~benefits~~June ~~from~~30, ~~tax~~2025 ~~law~~was ~~changes,~~primarily ~~including~~impacted ~~the~~by ~~impact~~changes ~~from~~in the ~~issuance~~mix of ~~Notice~~our ~~2023-55~~earnings and ~~Notice~~tax ~~2023-80~~expenses bybetween the ~~Internal Revenue Service (“IRS”) and~~ U.S. ~~Treasury~~and ~~Department. Notice 2023-55, issued in the first quarter of fiscal year 2024, delayed the effective date of final~~ foreign ~~tax credit regulations to fiscal year 2024 for Microsoft~~countries. ~~Notice 2023-80, issued in the second quarter of fiscal year 2024, further delayed the effective date of final foreign tax credit regulations indefinitely.~~

Our effective tax rate was lower than the U.S. federal statutory rate, primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland.

The mix of income before income taxes between the U.S. and foreign countries impacted our effective tax rate as a result of the geographic distribution of, and customer demand for, our products and services. In fiscal year ~~2024~~2025, our U.S. income before income taxes was $6269.92 billion and our foreign income before income taxes was $4454.94 billion. In fiscal year ~~2023~~2024, our U.S. income before income taxes was $5262.9 billion and our foreign income before income taxes was $3644.49 billion.

The Organisation for Economic Co-operation and Development (“OECD”) published its model rules “Tax Challenges Arising From the Digitalisation of the Economy - Global Anti-Base Erosion Model Rules (Pillar Two)” which established a global minimum corporate tax rate of 15% for certain multinational enterprises. Many countries have implemented or are in the process of implementing the Pillar Two legislation, which ~~will~~applies ~~apply~~ to Microsoft beginning in fiscal year 2025. While we do not currently estimate a material impact to our consolidated financial statements, we continue to monitor the impact as countries implement legislation and the OECD provides additional guidance.

We are currently assessing the One Big Beautiful Bill Act (“OBBBA”) which was enacted on July 4, 2025. The OBBBA provides a U.S. global intangible low-taxed income effective tax rate of 14% effective fiscal year 2027 for Microsoft. It also provides bonus depreciation for certain assets placed into service after January 19, 2025 and an election to expense U.S. incurred research or experimental expenditures.

Uncertain Tax Positions

We remain under audit by the IRS for tax years 2014 to 2017. With respect to the audit for tax years 2004 to 2013, on September 26, 2023, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. As of June 30, ~~2024~~2025, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings. We do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our income tax contingencies for these issues within the next 12 months.

We are subject to income tax in many jurisdictions outside the U.S. ~~Our operations in certain jurisdictions remain subject to examination for tax years 1996 to 2023~~, some of which are currently under audit by local tax authorities. The resolution of ~~each of~~ these audits is not expected to be material to our consolidated financial statements. Our operations in Ireland remain subject to examination for tax years 2020 and thereafter.

~~NON-GAAP FINANCIAL MEASURES~~42

Adjusted gross margin, operating income, net income, and diluted EPS are non-GAAP financial measures. Prior year non-GAAP financial measures exclude the impact of the Q2 charge, which includes employee severance expenses, impairment charges resulting from changes to our hardware portfolio, and costs related to lease consolidation activities. We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. These non-GAAP financial measures presented should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

PART II

Item 7

The following table reconciles our financial results reported in accordance with GAAP to non-GAAP financial results:

(In millions, except percentages and per share amounts)	2024		2023		PercentageChange
Gross margin	$	171,008	$	146,052		17%
Severance, hardware-related impairment, and lease consolidation costs		0		152		*
Adjusted gross margin (non-GAAP)	$	171,008	$	146,204		17%
Operating income	$	109,433	$	88,523		24%
Severance, hardware-related impairment, and lease consolidation costs		0		1,171		*
Adjusted operating income (non-GAAP)	$	109,433	$	89,694		22%
Net income	$	88,136	$	72,361		22%
Severance, hardware-related impairment, and lease consolidation costs		0		946		*
Adjusted net income (non-GAAP)	$	88,136	$	73,307		20%
Diluted earnings per share	$	11.80	$	9.68		22%
Severance, hardware-related impairment, and lease consolidation costs		0		0.13		*
Adjusted diluted earnings per share (non-GAAP)	$	11.80	$	9.81		20%

* Not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

We expect existing cash, cash equivalents, short-term investments, cash flows from operations, and access to capital markets to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities, such as dividends, share repurchases, debt maturities, material capital expenditures, and the transition tax related to the Tax Cuts and Jobs Act (“TCJA”), for at least the next 12 months and thereafter for the foreseeable future.

Cash, Cash Equivalents, and Investments

Cash, cash equivalents, and short-term investments totaled $7594.56 billion and $~~111~~75.35 billion as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively. Equity and other investments were $1415.64 billion and $914.96 billion as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively. Our short-term investments are primarily intended to facilitate liquidity and capital preservation. They consist predominantly of highly liquid investment-grade fixed-income securities, diversified among industries and individual issuers. The investments are predominantly U.S. dollar-denominated securities, but also include foreign currency-denominated securities to diversify risk. Our fixed-income investments are exposed to interest rate risk and credit risk. The credit risk and average maturity of our fixed-income portfolio are managed to achieve economic returns that correlate to certain fixed-income indices. The settlement risk related to these investments is insignificant given that the short-term investments held are primarily highly liquid investment-grade fixed-income securities.

Valuation

In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine the fair value of our financial instruments. This pricing methodology applies to our Level 1 investments, such as U.S. government securities, common and preferred stock, and mutual funds. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. This pricing methodology applies to our Level 2 investments, such as commercial paper, certificates of deposit, U.S. agency securities, foreign government bonds, mortgage- and asset-backed securities, corporate notes and bonds, and municipal securities. Level 3 investments are valued using internally-developed models with unobservable inputs. Assets and liabilities measured at fair value on a recurring basis using unobservable inputs are an immaterial portion of our portfolio.

PART II

Item 7

A majority of our investments are priced by pricing vendors and are generally Level 1 or Level 2 investments as these vendors either provide a quoted market price in an active market or use observable inputs for their pricing without applying significant adjustments. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors, or when a broker price is more reflective of fair values in the market in which the investment trades. Our broker-priced investments are generally classified as Level 2 investments because the broker prices these investments based on similar assets without applying significant adjustments. In addition, all our broker-priced investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments. Our fair value processes include controls that are designed to ensure appropriate fair values are recorded. These controls include model validation, review of key model inputs, analysis of period-over-period fluctuations, and independent recalculation of prices where appropriate.

Cash Flows

Cash from operations increased $3117.06 billion to $~~118~~136.52 billion for fiscal year ~~2024~~2025, primarily due to an increase in cash received from customers, offset in part by an increase in cash paid to suppliers and employees and cash used to pay income taxes. Cash used in financing ~~decreased~~increased $613.29 billion to $3751.87 billion for fiscal year ~~2024~~2025, primarily due to a $59.05 billion ~~decrease in common stock repurchases and a $3.3 billion~~ increase in ~~proceeds~~cash ~~from~~used ~~issuance~~for repayments of debt, net of ~~repayments, offset in part by a $2~~proceeds.0 ~~billion increase in dividends paid.~~ Cash used in investing ~~increased~~decreased $7424.34 billion to $9772.06 billion for fiscal year ~~2024~~2025, primarily due to a $6763.52 billion ~~increase~~decrease in cash used for acquisitions of companies, net of cash acquired and divestitures, and purchases of intangible and other assets, offset in part by a $22.3 billion increase in cash used in net investment purchases, sales, and maturities, and a $1620.41 billion increase in additions to property and equipment.

~~Debt Proceeds~~43

We issue debt to take advantage of favorable pricing and liquidity in the debt markets, reflecting our credit rating. The proceeds of these issuances were or will be used for general corporate purposes, which may include, among other things, funding for working capital, capital expenditures, repurchases of capital stock, acquisitions, and repayment of existing debt. Refer to Note 11 – Debt of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.

Unearned Revenue

Unearned revenue comprises mainly unearned revenue related to volume licensing programs, which may include Software Assurance (“SA”) and cloud services. Unearned revenue is generally invoiced annually at the beginning of each contract period for multi-year agreements and recognized ratably over the coverage period. Unearned revenue also includes payments for other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service. Refer to Note 1 – Accounting Policies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.

The following table outlines the expected future recognition of unearned revenue as of June 30, 2024:

(In millions)
Three Months Ending
September 30, 2024	$	22,529
December 31, 2024		17,664
March 31, 2025		12,076
June 30, 2025		5,313
Thereafter		2,602
Total	$	60,184

If our customers choose to license cloud-based versions of our products and services rather than licensing transaction-based products and services, the associated revenue will shift from being recognized at the time of the transaction to being recognized over the subscription period or upon consumption, as applicable. Refer to Note 13 – Unearned Revenue of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.

PART II

Item 7

Debt Proceeds

We issue debt to take advantage of favorable pricing and liquidity in the debt markets, reflecting our credit rating. The proceeds of these issuances were or will be used for general corporate purposes, which may include, among other things, funding for working capital, capital expenditures, repurchases of capital stock, acquisitions, and repayment of existing debt. Refer to Note 10 – Debt of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

Unearned Revenue

Unearned revenue comprises mainly unearned revenue related to volume licensing programs, which may include cloud services and Software Assurance (“SA”). Unearned revenue is generally invoiced annually at the beginning of each contract period for multi-year agreements and recognized ratably over the coverage period. Unearned revenue also includes payments for other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service. Refer to Note 1 – Accounting Policies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

The following table outlines the expected future recognition of unearned revenue as of June 30, 2025:


(In millions)


Three Months Ending

September 30, 2025	$	25,191
December 31, 2025		19,733
March 31, 2026		13,742
June 30, 2026		5,889
Thereafter		2,710


Total	$	67,265

If our customers choose to license cloud-based versions of our products and services rather than licensing transaction-based products and services, the associated revenue will shift from being recognized at the time of the transaction to being recognized over the subscription period or upon consumption, as applicable. Refer to Note 12 – Unearned Revenue of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

Material Cash Requirements and Other Obligations

Contractual Obligations

The following table summarizes the payments due by fiscal year for our outstanding contractual obligations as of June 30, ~~2024~~2025:

(In millions)

~~2025~~2026

Thereafter

Total

Long-term debt: (a)

Principal payments

23,~~250~~000

4846,~~971~~206

5149,~~221~~206

Interest payments

1,~~618~~509

2725,~~041~~527

2827,~~659~~036

Construction commitments (b)

2926,~~892~~859

5,~~499~~290

3532,~~391~~149

Operating and finance leases, including imputed interest (c)

12,~~250~~798

~~160~~165,~~475~~903

~~172~~178,~~725~~701

Purchase commitments (d)

68103,~~280~~940

36,~~742~~013

72109,~~022~~953

Total

~~114~~148,~~290~~106

~~245~~248,~~728~~939

~~360~~397,~~018~~045

(a)

Refer to Note 1110 – Debt of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

(b)

Refer to Note 76 – Property and Equipment of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

(c)

Refer to Note 1413 – Leases of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

(d)

Purchase commitments primarily relate to datacenters and include open purchase orders and take-or-pay contracts that are not presented as construction commitments above.

PART II

Item 7

Income Taxes

As a result of the TCJA, we are required to pay a one-time transition tax on deferred foreign income not previously subject to U.S. income tax. Under the TCJA, the transition tax is payable in interest-free installments over eight years, with 8% due in each of the first five years, 15% in year six, 20% in year seven, and 25% in year eight. As of June 30, ~~2024~~2025, weour ~~had~~eighth ~~a remaining~~ transition tax ~~liability~~installment of $74.64 billion, ~~of which $3.8 billion~~ is short-term and payable in the first quarter of fiscal year ~~2025~~2026.

Share Repurchases

During fiscal years ~~2024~~2025 and ~~2023~~2024, we repurchased 3231 million shares and 6932 million shares of our common stock for $1213.0 billion and $1812.40 billion, respectively, through our share repurchase program. All repurchases were made using cash resources. As of June 30, ~~2024~~2025, $1057.3 billion remained of our $60 billion share repurchase program. Refer to Note 1615 – Stockholders’ Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) ~~for further discussion~~.

Dividends

During fiscal years ~~2024~~2025 and ~~2023~~2024, our Board of Directors declared dividends totaling $2224.37 billion and $2022.23 billion, respectively. We intend to continue returning capital to shareholders in the form of dividends, subject to declaration by our Board of Directors. Refer to Note 1615 – Stockholders’ Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) ~~for further discussion~~.

Other Planned Uses of Capital

We will continue to invest in sales, marketing, product support infrastructure, and existing and advanced areas of technology, as well as acquisitions that align with our business strategy. Additions to property and equipment will continue, including new facilities, datacenters, and computer systems for research and development, sales and marketing, support, and administrative staff. We ~~expect~~will ~~capital~~continue ~~expenditures~~ to ~~increase~~invest in ~~coming~~capital ~~years~~expenditures to support growth in our cloud offerings and our investments in AI infrastructure and training. We have operating and finance leases for datacenters, corporate offices, research and development facilities, Microsoft Experience Centers, and certain equipment. We have not engaged in any related party transactions or arrangements with unconsolidated entities or other persons that are reasonably likely to materially affect liquidity or the availability of capital resources.

PART II

Item 7

RECENT ACCOUNTING GUIDANCE

Refer to Note 1 – Accounting Policies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) ~~for further discussion~~.

CRITICAL ACCOUNTING ESTIMATES

Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of revenue recognition, impairment of investment securities, goodwill, research and development costs, legal and other contingencies, ~~income taxes,~~ and ~~business~~income ~~combinations – valuation of intangible assets~~taxes.

Revenue Recognition

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud service and recognized over time. Certain cloud services, primarily Office 365, depend on a significant level of integration, interdependency, and interrelation between the desktop applications and cloud services, and are accounted for together as one performance obligation. Revenue from Office 365 is recognized ratably over the period in which the cloud services are provided.

PART II

Item 7

Judgment is required to determine the standalone selling price (“SSP") for each distinct performance obligation. We use a single amount to estimate SSP for items that are not sold separately, including on-premises licenses sold with SA or software updates provided at no additional charge. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services.

In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information such as the size of the customer and geographic region in determining the SSP.

Due to the various benefits from and the nature of our SA program, judgment is required to assess the pattern of delivery, including the exercise pattern of certain benefits across our portfolio of customers.

Our products are generally sold with a right of return, we may provide other credits or incentives, and in certain instances we estimate customer usage of our products and services, which are accounted for as variable consideration when determining the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Changes to our estimated variable consideration were not material for the periods presented.

Impairment of Investment Securities

We review debt investments quarterly for credit losses and impairment. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. This determination requires significant judgment. In making this judgment, we employ a systematic methodology that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments.

PART II

Item 7

Equity investments without readily determinable fair values are written down to fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than carrying value. We perform a qualitative assessment on a periodic basis. We are required to estimate the fair value of the investment to determine the amount of the impairment loss. Once an investment is determined to be impaired, an impairment charge is recorded in other income (expense), net.

Goodwill

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (May 1) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

PART II

Item 7

Research and Development Costs

Costs incurred internally in researching and developing a ~~computer~~ software product to be marketed or sold to external users are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products.

Legal and Other Contingencies

The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements.

PART II

Item 7

Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accounting literature also provides guidance on derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements.

~~Business Combinations – Valuation of Intangible Assets~~47

Accounting for business combinations requires significant judgments when allocating the purchase price to the estimated fair values of assets acquired and liabilities assumed at the acquisition date. Determination of fair value involves estimates and assumptions which can be complex, most notably with respect to intangible assets. Critical estimates used in the valuation of intangible assets include, but are not limited to, the amount and timing of projected cash flows, useful lives, and discount rates. While management’s estimates of fair value are based on assumptions that are believed to be reasonable, these assumptions are inherently uncertain as they pertain to forward-looking views of our business and market conditions. The judgments made in this valuation process could materially impact our consolidated financial statements.

PART II

Item 7

STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Management is responsible for the preparation of the consolidated financial statements and related information that are presented in this report. The consolidated financial statements, which include amounts based on management’s estimates and judgments, have been prepared in conformity with accounting principles generally accepted in the United States of America.

The Company designs and maintains accounting and internal control systems to provide reasonable assurance at reasonable cost that assets are safeguarded against loss from unauthorized use or disposition, and that the financial records are reliable for preparing consolidated financial statements and maintaining accountability for assets. These systems are augmented by written policies, an organizational structure providing division of responsibilities, careful selection and training of qualified personnel, and a program of internal audits.

The Company engaged Deloitte & Touche LLP, an independent registered public accounting firm, to audit and render an opinion on the consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).

The Board of Directors, through its Audit Committee, consisting solely of independent directors of the Company, meets periodically with management, internal auditors, and our independent registered public accounting firm to ensure that each is meeting its responsibilities and to discuss matters concerning internal controls and financial reporting. Deloitte & Touche LLP and the internal auditors each have full and free access to the Audit Committee.

     Satya Nadella

    

     Chief Executive Officer

    

     Amy E. Hood

    

     Executive Vice President and Chief Financial Officer

    

     Alice L. Jolla

    

     Corporate Vice President and Chief Accounting Officer

    

5448

PART II

Item 7A

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISKS

We are exposed to economic risk from foreign exchange rates, interest rates, credit risk, and equity prices. We use derivatives instruments to manage these risks, however, they may still impact our consolidated financial statements.

Foreign Currencies

Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures daily to maximize the economic effectiveness of our foreign currency positions, including hedges. Principal currency exposures include the Euro, Japanese yen, British pound, Canadian dollar, and Australian dollar.

Interest Rate

Securities held in our fixed-income portfolio are subject to different interest rate risks based on their maturities. We manage the average maturity of the fixed-income portfolio to achieve economic returns that correlate to certain global fixed-income indices.

Credit

Our fixed-income portfolio is diversified and consists primarily of investment-grade securities. We manage credit exposures relative to broad-based indices to facilitate portfolio diversification.

Equity

Securities held in our equity investments portfolio are subject to price risk.

SENSITIVITY ANALYSIS

The following table sets forth the potential loss in future earnings or fair values, including associated derivatives, resulting from hypothetical changes in relevant market rates or prices:

(In millions)
Risk Categories	Hypothetical Change	June 30,~~2024~~2025			Impact
Foreign currency – Revenue	10% decrease in foreign exchange rates	$	(911,~~605~~596	)	Earnings
Foreign currency – Investments	10% decrease in foreign exchange rates		(3817	)	Fair Value
Interest rate	100 basis point increase in U.S. treasury interest rates		(1,~~343~~415	)	Fair Value
Credit	100 basis point increase in credit spreads		(~~318~~436	)	Fair Value
Equity	10% decrease in equity market prices		(1,~~078~~213	)	Earnings

5549

PART II

Item 8

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INCOME STATEMENTS

(In millions, except per share amounts)

Year Ended June 30,

~~2024~~2025

~~2023~~2024

~~2022~~2023

Revenue:

Product

6463,~~773~~946

64,~~699~~773

7264,~~732~~699

Service and other

~~180~~217,~~349~~778

~~147~~180,~~216~~349

~~125~~147,~~538~~216

Total revenue

~~245~~281,~~122~~724

~~211~~245,~~915~~122

~~198~~211,~~270~~915

Cost of revenue:

Product

1513,~~272~~501

1715,~~804~~272

1917,~~064~~804

Service and other

5874,~~842~~330

4858,~~059~~842

4348,~~586~~059

Total cost of revenue

7487,~~114~~831

6574,~~863~~114

6265,~~650~~863

Gross margin

~~171~~193,~~008~~893

~~146~~171,~~052~~008

~~135~~146,~~620~~052

Research and development

2932,~~510~~488

2729,~~195~~510

2427,~~512~~195

Sales and marketing

2425,~~456~~654

2224,~~759~~456

2122,~~825~~759

General and administrative

7,~~609~~223

7,~~575~~609

57,~~900~~575

Operating income

~~109~~128,~~433~~528

88109,~~523~~433

8388,~~383~~523

Other income (expense), net

(14,~~646~~901

)

~~788~~(1,646

)

~~333~~788

Income before income taxes

~~107~~123,~~787~~627

89107,~~311~~787

8389,~~716~~311

Provision for income taxes

1921,~~651~~795

1619,~~950~~651

1016,~~978~~950

Net income

88101,~~136~~832

7288,~~361~~136

72,~~738~~361

Earnings per share:

Basic

1113.8670

911.7286

9.7072

Diluted

1113.8064

911.6880

9.6568

Weighted average shares outstanding:

Basic

7,~~431~~433

7,~~446~~431

7,~~496~~446

Diluted

7,~~469~~465

7,~~472~~469

7,~~540~~472

Refer to accompanying notes.

5650

PART II

Item 8

COMPREHENSIVE INCOME STATEMENTS

(In millions)

Year Ended June 30,

~~2024~~2025

~~2023~~2024

~~2022~~2023

Net income

88101,~~136~~832

7288,~~361~~136

72,~~738~~361

Other comprehensive income (loss), net of tax:

Net change related to derivatives

24(5

)

~~(14~~24

)

6(14

)

Net change related to investments

~~957~~1,574

~~(1,444~~957

)

(51,~~360~~444

)

Translation adjustments and other

~~(228~~674

)

(~~207~~228

)

(~~1,146~~207

)

Other comprehensive income (loss)

~~753~~2,243

~~(1,665~~753

)

(61,~~500~~665

)

Comprehensive income

88104,~~889~~075

7088,~~696~~889

6670,~~238~~696

Refer to accompanying notes.

5751

PART II

Item 8

BALANCE SHEETS

(In millions)
June 30,	~~2024~~2025			~~2023~~2024
Assets
Current assets:
Cash and cash equivalents	$	1830,~~315~~242		$	3418,~~704~~315
Short-term investments		5764,~~228~~323			7657,~~558~~228
Total cash, cash equivalents, and short-term investments		7594,~~543~~565			~~111~~75,~~262~~543
Accounts receivable, net of allowance for doubtful accounts of $830 and $650		56,924			48,688
Accounts receivable, net of allowance for doubtful accounts of $944 and $830		69,905			56,924
Inventories		~~1,246~~938			21,~~500~~246
Other current assets		2625,~~021~~723			2126,~~807~~021
Total current assets		~~159~~191,~~734~~131			~~184~~159,~~257~~734
Property and equipment, net of accumulated depreciation of $76,421 and $68,251		135,591			95,641
Property and equipment, net of accumulated depreciation of $93,653 and $76,421		204,966			135,591
Operating lease right-of-use assets		1824,~~961~~823			1418,~~346~~961
Equity and other investments		1415,~~600~~405			914,~~879~~600
Goodwill		119,~~220~~509			67119,~~886~~220
Intangible assets, net		2722,~~597~~604			927,~~366~~597
Other long-term assets		3640,~~460~~565			3036,~~601~~460
Total assets	$	~~512~~619,~~163~~003		$	~~411~~512,~~976~~163
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2127,~~996~~724		$	1821,~~095~~996
Short-term debt		~~6,693~~0			06,693
Current portion of long-term debt		2,~~249~~999			52,~~247~~249
Accrued compensation		1213,~~564~~709			1112,~~009~~564
Short-term income taxes		57,~~017~~211			45,~~152~~017
Short-term unearned revenue		5764,~~582~~555			5057,~~901~~582
Other current liabilities		1925,~~185~~020			1419,~~745~~185
Total current liabilities		~~125~~141,~~286~~218			~~104~~125,~~149~~286
Long-term debt		4240,~~688~~152			4142,~~990~~688
Long-term income taxes		2725,~~931~~986			2527,~~560~~931
Long-term unearned revenue		2,~~602~~710			2,~~912~~602
Deferred income taxes		2,~~618~~835			~~433~~2,618
Operating lease liabilities		1517,~~497~~437			1215,~~728~~497
Other long-term liabilities		2745,~~064~~186			1727,~~981~~064
Total liabilities		~~243~~275,~~686~~524			~~205~~243,~~753~~686
Commitments and contingencies
Stockholders’ equity:
Common stock and paid-in capital – shares authorized 24,000; outstanding 7,434 and 7,432		100,923			93,718
Common stock and paid-in capital – shares authorized 24,000; outstanding 7,434 and 7,434		109,095			100,923
Retained earnings		~~173~~237,~~144~~731			~~118~~173,~~848~~144
Accumulated other comprehensive loss		(53,~~590~~347	)		(65,~~343~~590	)
Total stockholders’ equity		~~268~~343,~~477~~479			~~206~~268,~~223~~477
Total liabilities and stockholders’ equity	$	~~512~~619,~~163~~003		$	~~411~~512,~~976~~163

Refer to accompanying notes.

5852

PART II

Item 8

CASH FLOWS STATEMENTS

(In millions)

Year Ended June 30,

~~2024~~2025

~~2023~~2024

~~2022~~2023

Operations

Net income

88101,~~136~~832

7288,~~361~~136

72,~~738~~361

Adjustments to reconcile net income to net cash from operations:

Depreciation, amortization, and other

2234,~~287~~153

1322,~~861~~287

1413,~~460~~861

Stock-based compensation expense

1011,~~734~~974

910,~~611~~734

79,~~502~~611

Net recognized losses (gains) on investments and derivatives

305

196

(409

)

Net recognized losses on investments and derivatives

609

305

196

Deferred income taxes

(47,~~738~~056

)

(64,~~059~~738

)

(56,~~702~~059

)

Changes in operating assets and liabilities:

Accounts receivable

(710,~~191~~581

)

(47,~~087~~191

)

(64,~~834~~087

)

Inventories

~~1,284~~309

1,~~242~~284

(1,~~123~~242

)

Other current assets

(13,~~648~~044

)

(1,~~991~~648

)

(~~709~~1,991

)

Other long-term assets

(62,~~817~~950

)

(26,~~833~~817

)

(2,~~805~~833

)

Accounts payable

~~3,545~~569

(23,~~721~~545

)

(2,~~943~~721

)

Unearned revenue

5,~~348~~438

5,~~535~~348

5,~~109~~535

Income taxes

~~1,687~~(38

)

~~(358~~1,687

)

~~696~~(358

)

Other current liabilities

45,~~867~~922

24,~~272~~867

2,~~344~~272

Other long-term liabilities

~~749~~(975

)

~~553~~749

~~825~~553

Net cash from operations

~~118~~136,~~548~~162

87118,~~582~~548

8987,~~035~~582

Financing

Proceeds from issuance of debt, maturities of 90 days or less, net

5,250

Proceeds from issuance (repayments) of debt, maturities of 90 days or less, net

(5,746

)

5,250

Proceeds from issuance of debt

~~24,395~~0

024,395

Repayments of debt

(293,~~070~~216

)

(229,~~750~~070

)

(92,~~023~~750

)

Common stock issued

2,~~002~~056

12,~~866~~002

1,~~841~~866

Common stock repurchased

(1718,~~254~~420

)

(2217,~~245~~254

)

(3222,~~696~~245

)

Common stock cash dividends paid

(2124,~~771~~082

)

(1921,~~800~~771

)

(1819,~~135~~800

)

Other, net

(12,~~309~~291

)

(1,~~006~~309

)

(~~863~~1,006

)

Net cash used in financing

(3751,~~757~~699

)

(4337,~~935~~757

)

(5843,~~876~~935

)

Investing

Additions to property and equipment

(4464,~~477~~551

)

(2844,~~107~~477

)

(2328,~~886~~107

)

Acquisition of companies, net of cash acquired, and purchases of intangible and other assets

(69,132

)

(1,670

)

(22,038

)

Acquisition of companies, net of cash acquired and divestitures, and purchases of intangible and other assets

(5,978

)

(69,132

)

(1,670

)

Purchases of investments

(1729,~~732~~775

)

(3717,~~651~~732

)

(2637,~~456~~651

)

Maturities of investments

2416,~~775~~079

3324,~~510~~775

1633,~~451~~510

Sales of investments

109,~~894~~309

1410,~~354~~894

2814,~~443~~354

Other, net

(12,~~298~~317

)

(31,~~116~~298

)

(23,~~825~~116

)

Net cash used in investing

(9672,~~970~~599

)

(2296,~~680~~970

)

(3022,~~311~~680

)

Effect of foreign exchange rates on cash and cash equivalents

~~(210~~63

)

(~~194~~210

)

(~~141~~194

)

Net change in cash and cash equivalents

~~(16~~11,~~389~~927

)

20(16,~~773~~389

)

~~(293~~20,773

)

Cash and cash equivalents, beginning of period

3418,~~704~~315

1334,~~931~~704

1413,~~224~~931

Cash and cash equivalents, end of period

1830,~~315~~242

3418,~~704~~315

1334,~~931~~704

Refer to accompanying notes.

5953

PART II

Item 8

STOCKHOLDERS’ EQUITY STATEMENTS

(In millions, except per share amounts)

Year Ended June 30,

~~2024~~2025

~~2023~~2024

~~2022~~2023

Common stock and paid-in capital

Balance, beginning of period

93100,~~718~~923

8693,~~939~~718

8386,~~111~~939

Common stock issued

2,~~002~~056

12,~~866~~002

1,~~841~~866

Common stock repurchased

(5,~~712~~856

)

(45,~~696~~712

)

(54,~~688~~696

)

Stock-based compensation expense

1011,~~734~~974

910,~~611~~734

79,~~502~~611

Other, net

~~181~~(2

)

(2181

)

~~173~~(2

)

Balance, end of period

~~100~~109,~~923~~095

93100,~~718~~923

8693,~~939~~718

Retained earnings

Balance, beginning of period

~~118~~173,~~848~~144

84118,~~281~~848

5784,~~055~~281

Net income

88101,~~136~~832

7288,~~361~~136

72,~~738~~361

Common stock cash dividends

(2224,~~293~~677

)

(2022,~~226~~293

)

(1820,~~552~~226

)

Common stock repurchased

(1112,~~547~~568

)

(1711,~~568~~547

)

(2617,~~960~~568

)

Balance, end of period

~~173~~237,~~144~~731

~~118~~173,~~848~~144

84118,~~281~~848

Accumulated other comprehensive loss

Balance, beginning of period

(65,~~343~~590

)

(46,~~678~~343

)

1(4,~~822~~678

)

Other comprehensive income (loss)

~~753~~2,243

~~(1,665~~753

)

(61,~~500~~665

)

Balance, end of period

(53,~~590~~347

)

(65,~~343~~590

)

(46,~~678~~343

)

Total stockholders’ equity

~~268~~343,~~477~~479

~~206~~268,~~223~~477

~~166~~206,~~542~~223

Cash dividends declared per common share

3.0032

23.7200

2.4872

Refer to accompanying notes.

6054

PART II

Item 8

NOTES TO FINANCIAL STATEMENTS

NOTE 1 — ACCOUNTING POLICIES

Accounting Principles

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

We have recast certain prior period amounts to conform to the current period presentation. The recast of these prior period amounts had no impact on our consolidated balance sheets, consolidated income statements, or consolidated cash flows statements.

Principles of Consolidation

The consolidated financial statements include the accounts of Microsoft Corporation and its subsidiaries. Intercompany transactions and balances have been eliminated.

Recast of Certain Prior Period Information

In August 2024, we announced changes to the composition of our segments. These changes align our segments with how we currently manage our business, most notably bringing the commercial components of Microsoft 365 together in the Productivity and Business Processes segment. Beginning in fiscal year 2025, the information that our chief operating decision maker is regularly provided and reviews for purposes of allocating resources and assessing performance reflects these segment changes. Prior period segment information has been recast to conform to the way we internally manage and monitor our business during fiscal year 2025. These changes primarily impacted Note 8 – Goodwill, Note 12 – Unearned Revenue, and Note 18 – Segment Information and Geographic Data.

The recast of prior period information had no impact on our consolidated balance sheets, consolidated income statements, or consolidated cash flows statements.

Estimates and Assumptions

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations, and determining the standalone selling price (“"SSP”") of performance obligations, variable consideration, and other obligations such as product returns and refunds; loss contingencies; ~~product warranties;~~ the fair value of and/or potential impairment of goodwill and intangible assets for our reporting units; product life cycles; useful lives of our tangible and intangible assets; allowances for doubtful accounts; ~~the market value of, and demand for, our inventory;~~ stock-based compensation forfeiture rates; when technological feasibility is achieved for our products; the potential outcome of uncertain tax positions that have been recognized in our consolidated financial statements or tax returns; and determining the timing and amount of impairments for investments. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties.

Foreign Currencies

Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income.

Revenue

Product Revenue and Service and Other Revenue

Product revenue includes sales from operating systems, cross-device productivity and collaboration applications, server applications, business solution applications, desktop and server management tools, software development tools, video games, and hardware such as PCs, tablets, gaming and entertainment consoles, other intelligent devices, and related accessories.

Service and other revenue includes sales from cloud-based solutions that provide customers with software, services, platforms, and content such as Office 365, Azure, Dynamics 365, and gaming; solution support; and consulting services. Service and other revenue also includes sales from online advertising and LinkedIn.

6155

PART II

Item 8

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

Nature of Products and Services

Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. In cases where we allocate revenue to software updates, primarily because the updates are provided at no additional charge, revenue is recognized as the updates are provided, which is generally ratably over the estimated life of the related device or license.

Certain volume licensing programs, including Enterprise Agreements, include on-premises licenses combined with Software Assurance (“SA”). SA conveys rights to new software and upgrades released over the contract period and provides support, tools, and training to help customers deploy and use products more efficiently. On-premises licenses are considered distinct performance obligations when sold with SA. Revenue allocated to SA is generally recognized ratably over the contract period as customers simultaneously consume and receive benefits, given that SA comprises distinct performance obligations that are satisfied over time.

Cloud services, which allow customers to use hosted software over the contract period without taking possession of the software, are provided on either a subscription or consumption basis. Revenue related to cloud services provided on a subscription basis is recognized ratably over the contract period. Revenue related to cloud services provided on a consumption basis, such as the amount of storage used in a period, is recognized based on the customer utilization of such resources. When cloud services require a significant level of integration and interdependency with software and the individual components are not considered distinct, all revenue is recognized over the period in which the cloud services are provided.

Revenue from search advertising is recognized when the advertisement appears in the search results or when the action necessary to earn the revenue has been completed. Revenue from consulting services is recognized as services are provided.

Our hardware is generally highly dependent on, and interrelated with, the underlying operating system and cannot function without the operating system. In these cases, the hardware and software license are accounted for as a single performance obligation and revenue is recognized at the point in time when ownership is transferred to resellers or directly to end customers through retail stores and online marketplaces.

Refer to Note 1918 – Segment Information and Geographic Data for further information, including revenue by significant product and service offering.

Significant Judgments

6256

PART II

Item 8

Judgment is required to determine the SSP for each distinct performance obligation. We use a single amount to estimate SSP for items that are not sold separately, including on-premises licenses sold with SA or software updates provided at no additional charge. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services.

Contract Balances and Other Receivables

Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. We record a receivable related to revenue recognized for multi-year on-premises licenses as we have an unconditional right to invoice and receive payment in the future related to those licenses.

Unearned revenue comprises mainly unearned revenue related to volume licensing programs, which may include ~~SA and~~ cloud services and SA. Unearned revenue is generally invoiced annually at the beginning of each contract period for multi-year agreements and recognized ratably over the coverage period. Unearned revenue also includes payments for consulting services to be performed in the future, LinkedIn subscriptions, Office 365 subscriptions, Xbox subscriptions, Windows post-delivery support, Dynamics business solutions, and other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service.

Refer to Note 1312 – Unearned Revenue for further information, including unearned revenue by segment and changes in unearned revenue during the period.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and multi-year on-premises licenses that are invoiced annually with revenue recognized upfront.

As of June 30, ~~2024~~2025 and ~~2023~~2024, long-term accounts receivable, net of allowance for doubtful accounts, was $45.92 billion and $4.59 billion, respectively, and is included in other long-term assets in our consolidated balance sheets.

~~The~~As ~~allowance~~of ~~for~~June ~~doubtful~~30, ~~accounts~~2025 ~~reflects~~and ~~our~~2024, ~~best~~other ~~estimate~~receivables ofrelated ~~probable~~to ~~losses~~activities ~~inherent~~to infacilitate the ~~accounts~~purchase ~~receivable~~of ~~balance.~~server Wecomponents ~~determine~~were ~~the~~$8.2 ~~allowance~~billion ~~based~~and on$10.5 ~~known troubled accounts~~billion, ~~historical experience~~respectively, and are included in other ~~currently~~current ~~available~~assets ~~evidence~~in our consolidated balance sheets.

63We record financing receivables when we offer certain customers the option to acquire our software products and services offerings through a financing program in a limited number of countries. As of June 30, 2025 and 2024, our financing receivables, net were $4.3 billion and $4.5 billion, respectively, for short-term and long-term financing receivables, which are included in other current assets and other long-term assets in our consolidated balance sheets.

PART II

Item 8

~~Activity~~We inrecord ~~the~~an allowance for doubtful accounts ~~was~~which asreflects ~~follows:~~our best estimate of credit losses inherent in the accounts receivable and financing receivable balances. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence.

(In millions)
Year Ended June 30,		2024			2023			2022
Balance, beginning of period	$	716		$	710		$	798
Charged to costs and other		386			258			157
Write-offs		(218	)		(252	)		(245	)
Balance, end of period	$	884		$	716		$	710

Allowance for doubtful accounts included in our consolidated balance sheets:

(In millions)
June 30,		2024		2023		2022
Accounts receivable, net of allowance for doubtful accounts	$	830	$	650	$	633
Other long-term assets		54		66		77
Total	$	884	$	716	$	710

As of June 30, 2024 and 2023, other receivables related to activities to facilitate the purchase of server components were $10.5 billion and $9.2 billion, respectively, and are included in other current assets in our consolidated balance sheets.

We record financing receivables when we offer certain customers the option to acquire our software products and services offerings through a financing program in a limited number of countries. As of June 30, 2024 and 2023, our financing receivables, net were $4.5 billion and $5.3 billion, respectively, for short-term and long-term financing receivables, which are included in other current assets and other long-term assets in our consolidated balance sheets. We record an allowance to cover expected losses based on troubled accounts, historical experience, and other currently available evidence.

Assets Recognized from Costs to Obtain a Contract with a Customer

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets in our consolidated balance sheets.

We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include our internal sales organization compensation program and certain partner sales incentive programs as we have determined annual compensation is commensurate with annual sales activities.

Cost of Revenue

Cost of revenue includes: costs incurred to support and maintain cloud-based and other online products and services, including datacenter costs and royalties; manufacturing and distribution costs for products sold and programs licensed; operating costs related to product support service centers and product distribution centers; ~~costs~~traffic ~~incurred~~acquisition tocosts ~~include software on PCs sold by original equipment manufacturers (“OEM”),~~ to drive traffic to our websites, and to acquire online advertising space; ~~costs incurred to support~~ and ~~maintain cloud-based and other online products and services, including datacenter~~ costs ~~and royalties; warranty costs; inventory valuation adjustments; costs~~ associated with the delivery of consulting services~~; and the amortization of capitalized software development costs~~. ~~Capitalized software development costs are amortized over the estimated lives of the products.~~

PART II

Item 8

Product Warranty

We provide for the estimated costs of fulfilling our obligations under hardware and software warranties at the time the related revenue is recognized. For hardware warranties, we estimate the costs based on historical and projected product failure rates, historical and projected repair costs, and knowledge of specific product failures (if any). The specific hardware warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generally include parts and labor over a period generally ranging from 90 days to three years. For software warranties, we estimate the costs to provide bug fixes, such as security patches, over the estimated life of the software. We regularly reevaluate our estimates to assess the adequacy of the recorded warranty liabilities and adjust the amounts as necessary.

Research and Development

Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs and the depreciation and amortization of ~~purchased~~assets ~~software~~used ~~code~~to ~~and~~conduct ~~services~~research ~~content~~and development. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to production. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products.

Sales and Marketing

Sales and marketing expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, trade shows, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $12.71 billion, $~~904~~1.7 ~~million~~billion, and $~~1.5~~904 ~~billion~~million in fiscal years ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Stock-Based Compensation

Compensation cost for stock awards, which include restricted stock units (“RSUs”) and performance stock units (“PSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service or performance period. The fair value of stock awards is based on the quoted price of our common stock on the grant date less the present value of expected dividends not received during the vesting period. We measure the fair value of PSUs using a Monte Carlo valuation model. Compensation cost for RSUs is recognized using the straight-line method and for PSUs is recognized using the accelerated method.

Compensation expense for the employee stock purchase plan (“ESPP”) is measured as the discount the employee is entitled to upon purchase and is recognized in the period of purchase.

PART II

Item 8

Income Taxes

Income tax expense includes U.S. and international income taxes, and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized. All deferred income taxes are classified as long-term in our consolidated balance sheets.

Financial Instruments

Investments

We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations.

PART II

Item 8

Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, we employ a systematic methodology that considers available quantitative and qualitative evidence. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments.

Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net.

Investments that are considered variable interest entities (“VIEs”) are evaluated to determine whether we are the primary beneficiary of the VIE, in which case we would be required to consolidate the entity. We evaluate whether we have (1) the power to direct the activities that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We have determined we are not the primary beneficiary of any of our VIE investments. Therefore, our VIE investments are not consolidated and the majority are accounted for under the equity method of accounting. We have an investment in OpenAI Global, LLC (“OpenAI”) and have made total funding commitments of $13 billion. The investment is accounted for under the equity method of accounting.

Derivatives

Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

For derivative instruments designated as fair value hedges, gains and losses are recognized in other income (expense), net with offsetting gains and losses on the hedged items. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net.

For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in other income (expense), net with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net.

PART II

Item 8

For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are primarily recognized in other income (expense), net.

Fair Value Measurements

We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

•

Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. Our Level 1 investments include U.S. government securities, common and preferred stock, and mutual funds. Our Level 1 derivative assets and liabilities include those actively traded on exchanges.

•

PART II

Item 8

Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Our Level 2 investments include commercial paper, certificates of deposit, U.S. agency securities, foreign government bonds, mortgage- and asset-backed securities, corporate notes and bonds, and municipal securities. Our Level 2 derivative assets and liabilities include certain cleared swap contracts and over-the-counter forward, option, and swap contracts.

•

Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 assets and liabilities include investments in corporate notes and bonds, municipal securities, and goodwill and intangible assets, when they are recorded at fair value due to an impairment charge. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.

We measure equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections.

Our other current financial assets and current financial liabilities have fair values that approximate their carrying values.

Inventories

Inventories are stated at average cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation, and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: ~~computer~~ software developed or acquired for internal use, three years; computer equipment, two to six years; buildings and improvements, five to 15 years; leasehold improvements, three to 2015 years; and furniture and equipment, one to 10 years. Land is not depreciated.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. 60

PART II

Item 8

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.

Goodwill

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (May 1) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Intangible Assets

Our intangible assets are subject to amortization and are amortized over the estimated useful life in proportion to the economic benefits received. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

Related Party Transactions

In March 2024, we entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which we obtained a non-exclusive license to Inflection’s intellectual property. Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection. As of the date of the agreement with Inflection, Reprogrammed Interchange LLC (“Reprogrammed”) and entities affiliated with Greylock Ventures (“Greylock”) each held less than a 10% equity interest in Inflection. Mr. Hoffman may be deemed to beneficially own the shares held by Reprogrammed and Greylock by virtue of his relationship with such entities. Mr. Hoffman did not participate in any portions of the meetings of our Board of Directors or any committee thereof to review and approve the transaction with Inflection.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

Segment Reporting – Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. ~~The~~We ~~standard~~adopted ~~will~~the bestandard ~~effective for us~~ beginning with our annual reporting for fiscal year 2025. ~~and~~The ~~interim~~adoption ~~periods~~resulted ~~thereafter,~~in ~~with~~incremental ~~early~~segment ~~adoption~~reporting ~~permitted.~~disclosures, Wemost ~~are~~notably ~~currently~~disclosure ~~evaluating~~of ~~the~~cost ~~impact~~ of ~~this~~revenue ~~standard~~and onoperating ~~our~~expenses for each reportable segment. ~~disclosures~~Refer to Note 18 – Segment Information and Geographic Data.

Recent Accounting Guidance Not Yet Adopted

Income Taxes – Improvements to Income Tax Disclosures

In December 2023, the FASB issued a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures.

~~NOTE 2 — EARNINGS PER SHARE~~61

Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

PART II

Item 8

Income Statement – Disaggregation of Income Statement Expenses

In November 2024, the FASB issued a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on our consolidated income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for us beginning with our annual reporting for fiscal year 2028 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures.

NOTE 2 — EARNINGS PER SHARE

The components of basic and diluted EPS were as follows:

(In millions, except per share amounts)
Year Ended June 30,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income available for common shareholders (A)	$	88101,~~136~~832	$	7288,~~361~~136	$	72,~~738~~361
Weighted average outstanding shares of common stock (B)		7,~~431~~433		7,~~446~~431		7,~~496~~446
Dilutive effect of stock-based awards		3832		2638		4426
Common stock and common stock equivalents (C)		7,~~469~~465		7,~~472~~469		7,~~540~~472
Earnings Per Share
Basic (A/B)	$	1113.8670	$	911.7286	$	9.7072
Diluted (A/C)	$	1113.8064	$	911.6880	$	9.6568

Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.

NOTE 3 — OTHER INCOME (EXPENSE), NET

The components of other income (expense), net were as follows:

(In millions)
Year Ended June 30,	~~2024~~2025			~~2023~~2024			~~2022~~2023
Interest and dividends income	$	32,~~157~~647		$	23,~~994~~157		$	2,~~094~~994
Interest expense		(2,~~935~~385	)		(12,~~968~~935	)		(21,~~063~~968	)
Net recognized gains (losses) on investments		(~~118~~349	)		~~260~~(118	)		~~461~~260
Net losses on derivatives		(~~187~~260	)		(~~456~~187	)		(52456	)
Net gains (losses) on foreign currency remeasurements		~~(244~~171	)		~~181~~(244	)		~~(75~~181	)
Other, net		(14,~~319~~725	)		(~~223~~1,319	)		(32223	)
Total	$	(14,~~646~~901	)	$	~~788~~(1,646	)	$	~~333~~788

Other, net primarily reflects net recognized losses on equity method investments, including OpenAI.

PART II

Item 8

Net Recognized Gains (Losses) on Investments

Net recognized gains (losses) on debt investments were as follows:

(In millions)
Year Ended June 30,	~~2024~~2025			~~2023~~2024			~~2022~~2023
Realized gains from sales of available-for-sale securities	$	2240		$	3622		$	~~162~~36
Realized losses from sales of available-for-sale securities		(9865	)		(~~124~~98	)		(~~138~~124	)
Impairments and allowance for credit losses		238			~~(10~~23	)		(8110	)
Total	$	(5317	)	$	(9853	)	$	(5798	)

Net recognized gains (losses) on equity investments were as follows:

(In millions)
Year Ended June 30,	~~2024~~2025			~~2023~~2024			~~2022~~2023
Net realized gains on investments sold	$	1883		$	7518		$	2975
Net unrealized gains on investments still held		~~146~~536			~~303~~146			~~509~~303
Impairments of investments		(~~229~~951	)		(20229	)		(20	)
Total	$	(65332	)	$	~~358~~(65	)	$	~~518~~358

6963

PART II

Item 8

NOTE 4 — INVESTMENTS

Investment Components

The components of investments were as follows:

(In millions)	Fair ValueLevel		AdjustedCost Basis		UnrealizedGains		UnrealizedLosses			RecordedBasis		Cashand CashEquivalents		Short-termInvestments		Equity and OtherInvestments
June 30, 2024
June 30, 2025
Changes in Fair Value Recorded in Other Comprehensive Income
Commercial paper		Level 2	$	410,~~666~~880	$	0	$	0		$	410,~~666~~880	$	49,~~666~~939	$	0941	$	0
Certificates of deposit		Level 2		12,~~547~~653		0		0			12,~~547~~653		12,~~503~~309		44344		0
U.S. government securities		Level 1		4952,~~603~~878		471		(21,~~948~~462	)		4651,~~659~~487		144,742		46,~~645~~745		0
U.S. agency securities		Level 2		172,686		0		0			172,686		0496		172,190		0
Foreign government bonds		Level 2		~~319~~349		324		(169	)		~~306~~364		0		~~306~~364		0
Mortgage- and asset-backed securities		Level 2		~~944~~2,558		310		(3527	)		~~912~~2,541		0		~~912~~2,541		0
Corporate notes and bonds		Level 2		910,~~106~~763		28124		(~~318~~101	)		810,~~816~~786		0		810,~~816~~786		0
Corporate notes and bonds		Level 3		12,~~641~~511		065		(15	)		12,~~640~~571		0		~~140~~111		12,~~500~~460
Municipal securities		Level 2		~~262~~207		01		(137	)		~~249~~201		0		~~249~~201		0
Municipal securities		Level 3		104		0		(1714	)		8790		0		8790		0
Total debt investments			$	6885,~~209~~589	$	38295	$	(31,~~348~~625	)	$	6484,~~899~~259	$	617,~~183~~486	$	5764,~~216~~313	$	12,~~500~~460
Changes in Fair Value Recorded in Net Income
Equity investments		Level 1								$	34,~~547~~577	$	~~561~~1,045	$	0	$	23,~~986~~532
Equity investments		Other									109,~~114~~141		0		0		109,~~114~~141
Total equity investments										$	13,~~661~~718	$	~~561~~1,045	$	0	$	1312,~~100~~673
Cash										$	11,~~571~~711	$	11,~~571~~711	$	0	$	0
Derivatives, net (a)											12282		0		1210		0272
Total										$	90109,~~143~~970	$	1830,~~315~~242	$	5764,~~228~~323	$	1415,~~600~~405

7064

PART II

Item 8

(In millions)	Fair ValueLevel		AdjustedCost Basis		UnrealizedGains		UnrealizedLosses			RecordedBasis		Cashand CashEquivalents		Short-termInvestments		Equity and OtherInvestments
June 30, 2023
June 30, 2024
Changes in Fair Value Recorded in Other Comprehensive Income
Commercial paper		Level 2	$	164,~~589~~666	$	0	$	0		$	164,~~589~~666	$	124,~~231~~666	$	~~4,358~~0	$	0
Certificates of deposit		Level 2		21,~~701~~547		0		0			21,~~701~~547		21,~~657~~503		44		0
U.S. government securities		Level 1		6549,~~237~~603		24		(32,~~870~~948	)		6146,~~369~~659		~~2,991~~14		5846,~~378~~645		0
U.S. agency securities		Level 2		~~2,703~~17		0		0			~~2,703~~17		~~894~~0		~~1,809~~17		0
Foreign government bonds		Level 2		~~498~~319		13		(2416	)		~~475~~306		0		~~475~~306		0
Mortgage- and asset-backed securities		Level 2		~~824~~944		13		(3935	)		~~786~~912		0		~~786~~912		0
Corporate notes and bonds		Level 2		109,~~809~~106		828		(~~583~~318	)		108,~~234~~816		0		108,~~234~~816		0
Corporate notes and bonds		Level 3		~~120~~1,641		0		0(1	)		~~120~~1,640		0		~~120~~140		01,500
Municipal securities		Level 2		~~285~~262		10		(1813	)		~~268~~249		70		~~261~~249		0
Municipal securities		Level 3		~~103~~104		0		(1617	)		87		0		87		0
Total debt investments			$	9968,~~869~~209	$	1338	$	(43,~~550~~348	)	$	9564,~~332~~899	$	186,~~780~~183	$	7657,~~552~~216	$	01,500
Changes in Fair Value Recorded in Net Income
Equity investments		Level 1								$	103,~~138~~547	$	~~7,446~~561	$	0	$	2,~~692~~986
Equity investments		Other									710,~~187~~114		0		0		710,~~187~~114
Total equity investments										$	1713,~~325~~661	$	~~7,446~~561	$	0	$	913,~~879~~100
Cash										$	811,~~478~~571	$	811,~~478~~571	$	0	$	0
Derivatives, net (a)											612		0		612		0
Total										$	~~121~~90,~~141~~143	$	3418,~~704~~315	$	7657,~~558~~228	$	914,~~879~~600

(a)

Refer to Note 5 – Derivatives for further information on the fair value of our derivative instruments.

Equity investments presented as “Other” in the tables above include investments without readily determinable fair values measured ~~using the equity method or measured~~ at cost with adjustments for observable changes in price or impairments, ~~and~~measured ~~investments~~using the equity method, or measured at fair value using net asset value as a practical expedient which are not categorized in the fair value hierarchy. As of June 30, ~~2024~~2025 and ~~2023~~2024, equity investments without readily determinable fair values measured at cost with adjustments for observable changes in price or impairments were $32.9 billion and $43.29 billion, respectively. Equity investments measured using the equity method were $6.0 billion as of both June 30, 2025 and 2024.

7165

PART II

Item 8

Unrealized Losses on Debt Investments

Debt investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows:


	Less than 12 Months					12 Months or Greater							Total Unrealized Losses


(In millions)	Fair Value			Unrealized Losses		Fair Value		Unrealized Losses			Total Fair Value


June 30, 2025

U.S. government and agency securities	$	2,569	$	(51	)	$	34,608	$	(1,411	)	$	37,177	$	(1,462	)
Foreign government bonds		43		(2	)		106		(7	)		149		(9	)
Mortgage- and asset-backed securities		841		(4	)		189		(23	)		1,030		(27	)
Corporate notes and bonds		1,107		(8	)		3,105		(98	)		4,212		(106	)
Municipal securities		0		0			168		(21	)		168		(21	)


Total	$	4,560	$	(65	)	$	38,176	$	(1,560	)	$	42,736	$	(1,625	)


	Less than 12 Months					12 Months or Greater								Total Unrealized Losses


(In millions)		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Total Fair Value


June 30, 2024

U.S. government and agency securities	$	529	$	(12	)	$	45,821	$	(2,936	)	$	46,350	$	(2,948	)
Foreign government bonds		79		(2	)		180		(14	)		259		(16	)
Mortgage- and asset-backed securities		201		(1	)		409		(34	)		610		(35	)
Corporate notes and bonds		1,310		(9	)		5,779		(310	)		7,089		(319	)
Municipal securities		38		(1	)		243		(29	)		281		(30	)


Total	$	2,157	$	(25	)	$	52,432	$	(3,323	)	$	54,589	$	(3,348	)

	Less than 12 Months					12 Months or Greater								TotalUnrealizedLosses
(In millions)		Fair Value		UnrealizedLosses			Fair Value		UnrealizedLosses			TotalFair Value
June 30, 2023
U.S. government and agency securities	$	7,950	$	(336	)	$	45,273	$	(3,534	)	$	53,223	$	(3,870	)
Foreign government bonds		77		(5	)		391		(19	)		468		(24	)
Mortgage- and asset-backed securities		257		(5	)		412		(34	)		669		(39	)
Corporate notes and bonds		2,326		(49	)		7,336		(534	)		9,662		(583	)
Municipal securities		111		(3	)		186		(31	)		297		(34	)
Total	$	10,721	$	(398	)	$	53,598	$	(4,152	)	$	64,319	$	(4,550	)

Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. Management does not believe any remaining unrealized losses represent impairments based on our evaluation of available evidence.

Debt Investment Maturities

The following table outlines maturities of our debt investments as of June 30, ~~2024~~2025:

(In millions)	AdjustedCost Basis		EstimatedFair Value
June 30, 2024
June 30, 2025
Due in one year or less	$	1935,~~815~~108	$	1934,~~596~~952
Due after one year through five years		3842,~~954~~460		3641,~~779~~481
Due after five years through 10 years		86,~~028~~530		76,~~242~~424
Due after 10 years		1,~~412~~491		1,~~282~~402
Total	$	6885,~~209~~589	$	6484,~~899~~259

7266

PART II

Item 8

NOTE 5 — DERIVATIVES

We use derivative instruments to manage risks related to foreign currencies, interest rates, equity prices, and credit; to enhance investment returns; and to facilitate portfolio diversification. Our objectives for holding derivatives include reducing, eliminating, and efficiently managing the economic impact of these exposures as effectively as possible. Our derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment.

Foreign Currencies

Foreign currency risks related to certain ~~non-U.S. dollar-denominated investments are hedged using foreign exchange forward contracts that are designated as fair value hedging instruments. Foreign currency risks related to certain~~ Euro-denominated debt are hedged using foreign exchange forward contracts that are designated as cash flow hedging instruments.

Certain options and forwards not designated as hedging instruments are also used to manage the variability in foreign exchange rates on certain balance sheet amounts and to manage other foreign currency exposures.

Interest Rate

Interest rate risks related to certain fixed-rate debt are hedged using interest rate swaps that are designated as fair value hedging instruments to effectively convert the fixed interest rates to floating interest rates.

Securities held in our fixed-income portfolio are subject to different interest rate risks based on their maturities. We manage the average maturity of our fixed-income portfolio to achieve economic returns that correlate to certain broad-based fixed-income indices using option, futures, and swap contracts. These contracts are not designated as hedging instruments and are included in “Other contracts” in the tables below.

Equity

Securities held in our equity investments portfolio are subject to market price risk. At times, we may hold options, futures, and swap contracts. These contracts are not designated as hedging instruments.

Credit

Our fixed-income portfolio is diversified and consists primarily of investment-grade securities. We use credit default swap contracts to manage credit exposures relative to broad-based indices and to facilitate portfolio diversification. These contracts are not designated as hedging instruments and are included in “Other contracts” in the tables below.

Credit-Risk-Related Contingent Features

Certain counterparty agreements for derivative instruments contain provisions that require our issued and outstanding long-term unsecured debt to maintain an investment grade credit rating and require us to maintain minimum liquidity of $1.0 billion. To the extent we fail to meet these requirements, we will be required to post collateral, similar to the standard convention related to over-the-counter derivatives. As of June 30, ~~2024~~2025, our long-term unsecured debt rating was AAA, and cash investments were in excess of $1.0 billion. As a result, no collateral was required to be posted.

7367

PART II

Item 8

The following table presents the notional amounts of our outstanding derivative instruments measured in U.S. dollar equivalents:

(In millions)	June 30,~~2024~~2025		June 30,~~2023~~2024
Designated as Hedging Instruments
Foreign exchange contracts purchased	$	1,492	$	1,492
Interest rate contracts purchased		1,~~100~~150		1,~~078~~100
Not Designated as Hedging Instruments
Foreign exchange contracts purchased		715,~~167~~214		7,~~874~~167
Foreign exchange contracts sold		3143,~~793~~307		2531,~~159~~793
Equity contracts purchased		45,~~016~~434		34,~~867~~016
Equity contracts sold		2,~~165~~189		2,~~154~~165
Other contracts purchased		2,~~113~~769		12,~~224~~113
Other contracts sold		~~811~~1,242		~~581~~811

Fair Values of Derivative Instruments

The following table presents our derivative instruments:

Derivative

(In millions)

Assets

Liabilities

Assets

Liabilities

Filing Compare · MICROSOFT CORP