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Microsoft Cloud and AI strength drives third quarter results

Microsoft Cloud and AI Strength Drives Third Quarter Results

REDMOND, Wash. — April 30, 2025 Microsoft Corp. today announced the following results for the quarter ended March 31, 2025, as compared to the corresponding period of last fiscal year:

·        Revenue was $70.1 billion and increased 13% (up 15% in constant currency)

·        Operating income was $32.0 billion and increased 16% (up 19% in constant currency)

·        Net income was $25.8 billion and increased 18% (up 19% in constant currency)

·        Diluted earnings per share was $3.46 and increased 18% (up 19% in constant currency)

“Cloud and AI are the essential inputs for every business to expand output, reduce costs, and accelerate growth,” said Satya Nadella, chairman and chief executive officer of Microsoft. “From AI infra and platforms to apps, we are innovating across the stack to deliver for our customers.”

“We delivered a strong quarter with Microsoft Cloud revenue of $42.4 billion, up 20% (up 22% in constant currency) year-over-year driven by continued demand for our differentiated offerings,” said Amy Hood, executive vice president and chief financial officer of Microsoft.

Business Highlights

Revenue in Productivity and Business Processes was $29.9 billion and increased 10% (up 13% in constant currency), with the following business highlights:

·        Microsoft 365 Commercial products and cloud services revenue increased 11% (up 14% in constant currency) driven by Microsoft 365 Commercial cloud revenue growth of 12% (up 15% in constant currency)

·        Microsoft 365 Consumer products and cloud services revenue increased 10% (up 12% in constant currency) driven by Microsoft 365 Consumer cloud revenue growth of 10% (up 12% in constant currency)

·        LinkedIn revenue increased 7% (up 8% in constant currency)

·        Dynamics products and cloud services revenue increased 11% (up 13% in constant currency) driven by Dynamics 365 revenue growth of 16% (up 18% in constant currency)

Revenue in Intelligent Cloud was $26.8 billion and increased 21% (up 22% in constant currency), with the following business highlights:

·        Server products and cloud services revenue increased 22% (up 24% in constant currency) driven by Azure and other cloud services revenue growth of 33% (up 35% in constant currency)

Revenue in More Personal Computing was $13.4 billion and increased 6% (up 7% in constant currency), with the following business highlights:

·        Windows OEM and Devices revenue increased 3%

·        Xbox content and services revenue increased 8% (up 9% in constant currency)

·        Search and news advertising revenue excluding traffic acquisition costs increased 21% (up 23% in constant currency)

Microsoft returned $9.7 billion to shareholders in the form of dividends and share repurchases in the third quarter of fiscal year 2025.

Business Outlook

Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Quarterly Highlights, Product Releases, and Enhancements 

Every quarter Microsoft delivers hundreds of products, either as new releases, services, or enhancements to current products and services. These releases are a result of significant research and development investments, made over multiple years, designed to help customers be more productive and secure and to deliver differentiated value across the cloud and the edge.

Here are the major product releases and other highlights for the quarter, organized by product categories, to help illustrate how we are accelerating innovation across our businesses while expanding our market opportunities.

Environmental, Social, and Governance (ESG)

To learn more about Microsoft’s corporate governance and our environmental and social practices, please visit our investor relations Board and ESG website and reporting at Microsoft.com/transparency. 

Webcast Details

Satya Nadella, chairman and chief executive officer, Amy Hood, executive vice president and chief financial officer, Alice Jolla, chief accounting officer, Keith Dolliver, corporate secretary and deputy general counsel, and Jonathan Neilson, vice president of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. The webcast will be available for replay through the close of business on April 30, 2026.

Constant Currency

Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Financial Performance Constant Currency Reconciliation

 

Three Months Ended March 31,

 ($ in millions, except per share amounts)

Revenue

Operating Income

Net Income

Diluted Earnings per Share

2024 As Reported (GAAP)

$61,858

$27,581

$21,939

$2.94

2025 As Reported (GAAP)

$70,066

$32,000

$25,824

$3.46

Percentage Change Y/Y (GAAP)

13%

16%

18%

18%

Constant Currency Impact

$(1,059)

$(703)

$(392)

$(0.05)

Percentage Change Y/Y Constant Currency

15%

19%

19%

19%

 

Segment Revenue Constant Currency Reconciliation

 

Three Months Ended March 31,

 ($ in millions)

Productivity and Business Processes

Intelligent Cloud

More Personal Computing

2024 As Reported (GAAP)

$27,113

$22,141

$12,604

2025 As Reported (GAAP)

$29,944

$26,751

$13,371

Percentage Change Y/Y (GAAP)

10%

21%

6%

Constant Currency Impact

$(626)

$(308)

$(125)

Percentage Change Y/Y Constant Currency

13%

22%

7%

We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.

Selected Product and Service Revenue Constant Currency Reconciliation           

 

Three Months Ended March 31, 2025

Percentage Change Y/Y (GAAP)

Constant Currency Impact

Percentage Change Y/Y Constant Currency

Microsoft Cloud

20%

2%

22%

Microsoft 365 Commercial products and cloud services

11%

3%

14%

Microsoft 365 Commercial cloud

12%

3%

15%

Microsoft 365 Consumer products and cloud services

10%

2%

12%

Microsoft 365 Consumer cloud

10%

2%

12%

LinkedIn

7%

1%

8%

Dynamics products and cloud services

11%

2%

13%

Dynamics 365

16%

2%

18%

Server products and cloud services

22%

2%

24%

Azure and other cloud services

33%

2%

35%

Windows OEM and Devices

3%

0%

3%

Xbox content and services

8%

1%

9%

Search and news advertising excluding traffic acquisition costs

21%

2%

23%

 

About Microsoft

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

Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

·        intense competition in all of our markets that may adversely affect our results of operations;

·        focus on cloud-based and AI services presenting execution and competitive risks;

·        significant investments in products and services that may not achieve expected returns;

·        acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;

·        impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;

·        cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;

·        disclosure and misuse of personal data that could cause liability and harm to our reputation;

·        the possibility that we may not be able to protect information stored in our products and services from use by others;

·        abuse of our advertising, professional, marketplace, or gaming platforms that may harm our reputation or user engagement;

·        products and services, how they are used by customers, and how third-party products and services interact with them, presenting security, privacy, and execution risks;

·        issues about the use of AI in our offerings that may result in reputational or competitive harm, or legal liability;

·        excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;

·        supply or quality problems;

·        government enforcement under competition laws and new market regulation may limit how we design and market our products;

·        potential consequences of trade and anti-corruption laws;

·        potential consequences of existing and increasing legal and regulatory requirements;

·        laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;

·        claims against us that may result in adverse outcomes in legal disputes;

·        uncertainties relating to our business with government customers;

·        additional tax liabilities;

·        sustainability regulations and expectations that may expose us to increased costs and legal and reputational risk;

·        an inability to protect and utilize our intellectual property may harm our business and operating results;

·        claims that Microsoft has infringed the intellectual property rights of others;

·        damage to our reputation or our brands that may harm our business and results of operations;

·        adverse economic or market conditions that may harm our business;

·        catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business;

·        exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange; and

·        the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

All information in this release is as of March 31, 2025. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

For more information, press only:

Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, [email protected]

For more information, financial analysts and investors only:

Jonathan Neilson, Vice President, Investor Relations, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.


 

MICROSOFT CORPORATION

INCOME STATEMENTS

(In millions, except per share amounts) (Unaudited)

Three Months Ended

 March 31,

Nine Months Ended

 March 31,

 

2025

 

2024

 

2025

 

2024

Revenue:

Product

 $15,319

 $17,080

 $46,810

 $51,556

Service and other

54,747

 

44,778

 

158,473

 

128,839

Total revenue

70,066

 

61,858

 

205,283

 

180,395

Cost of revenue:

Product

3,037

4,339

10,187

13,834

Service and other

18,882

 

14,166

 

53,630

 

40,596

Total cost of revenue

21,919

 

18,505

 

63,817

 

54,430

Gross margin

48,147

43,353

141,466

125,965

Research and development

8,198

7,653

23,659

21,454

Sales and marketing

6,212

6,207

18,369

17,640

General and administrative

1,737

1,912

5,233

5,363

Operating income

32,000

 

27,581

 

94,205

 

81,508

Other expense, net

(623)

 

(854)

 

(3,194)

 

(971)

Income before income taxes

31,377

26,727

91,011

80,537

Provision for income taxes

5,553

 

4,788

 

16,412

 

14,437

Net income

 $25,824

 

 $21,939

 

 $74,599

 

 $66,100

Earnings per share:

Basic

 $3.47

 $2.95

 $10.03

 $8.90

Diluted

 $3.46

 $2.94

 $9.99

 $8.85

Weighted average shares outstanding:

Basic

7,434

7,431

7,434

7,431

Diluted

7,461

 

7,472

 

7,466

 

7,467

 


 

COMPREHENSIVE INCOME STATEMENTS

(In millions) (Unaudited)

Three Months Ended

 March 31,

Nine Months Ended

 March 31,

 

2025

 

2024

 

2025

 

2024

Net income

 $25,824

 

 $21,939

 

 $74,599

 

 $66,100

Other comprehensive income (loss), net of tax:

Net change related to derivatives

(20)

10

4

28

Net change related to investments

450

(202)

1,130

869

Translation adjustments and other

353

 

(294)

 

(377)

 

11

Other comprehensive income (loss)

783

 

(486)

 

757

 

908

Comprehensive income

 $26,607

 

 $21,453

 

 $75,356

 

 $67,008

 


 

BALANCE SHEETS

(In millions) (Unaudited)

 

March 31,

2025

June 30,

 2024

Assets

Current assets:

Cash and cash equivalents

 $28,828

 $18,315

Short-term investments

50,790

57,228

Total cash, cash equivalents, and short-term investments

79,618

75,543

Accounts receivable, net of allowance for doubtful accounts of $695 and $830

51,700

56,924

Inventories

848

1,246

Other current assets

24,478

26,021

Total current assets

156,644

159,734

Property and equipment, net of accumulated depreciation of $87,074 and $76,421

183,939

135,591

Operating lease right-of-use assets

24,475

18,961

Equity and other investments

16,035

14,600

Goodwill

119,329

119,220

Intangible assets, net

23,968

27,597

Other long-term assets

38,234

36,460

Total assets

 $562,624

 $512,163

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

 $26,250

 $21,996

Short-term debt

0

6,693

Current portion of long-term debt

2,999

2,249

Accrued compensation

10,579

12,564

Short-term income taxes

6,805

5,017

Short-term unearned revenue

44,636

57,582

Other current liabilities

22,937

19,185

Total current liabilities

114,206

125,286

Long-term debt

39,882

42,688

Long-term income taxes

25,061

27,931

Long-term unearned revenue

2,840

2,602

Deferred income taxes

2,522

2,618

Operating lease liabilities

17,686

15,497

Other long-term liabilities

38,536

27,064

Total liabilities

240,733

243,686

Commitments and contingencies

Stockholders’ equity:

Common stock and paid-in capital – shares authorized 24,000; outstanding 7,434 and 7,434

106,965

100,923

Retained earnings

219,759

173,144

Accumulated other comprehensive loss

(4,833)

(5,590)

Total stockholders’ equity

321,891

268,477

Total liabilities and stockholders’ equity

 $562,624

 $512,163

 


 

CASH FLOWS STATEMENTS

(In millions) (Unaudited)

Three Months Ended

 March 31,

Nine Months Ended

 March 31,

 

2025

 

2024

 

2025

 

2024

Operations

Net income

 $25,824

 $21,939

 $74,599

 $66,100

Adjustments to reconcile net income to net cash from operations:

Depreciation, amortization, and other

8,740

6,027

22,950

15,907

Stock-based compensation expense

2,980

2,703

8,901

8,038

Net recognized losses (gains) on investments and derivatives

(298)

49

553

261

Deferred income taxes

(2,244)

(1,323)

(4,835)

(3,593)

Changes in operating assets and liabilities:

Accounts receivable

(2,461)

(2,028)

5,598

6,055

Inventories

52

260

390

1,229

Other current assets

1,076

951

642

880

Other long-term assets

(518)

(2,137)

(3,368)

(5,577)

Accounts payable

1,179

648

1,221

(659)

Unearned revenue

(1,032)

(645)

(12,923)

(10,309)

Income taxes

1,298

2,622

(1,081)

2,493

Other current liabilities

2,839

2,803

576

215

Other long-term liabilities

(391)

 

48

 

292

 

313

Net cash from operations

37,044

 

31,917

 

93,515

 

81,353

Financing

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

0

(3,810)

(5,746)

6,392

Proceeds from issuance of debt

0

6,352

0

24,198

Repayments of debt

(2,250)

(11,589)

(3,216)

(16,005)

Common stock issued

546

522

1,508

1,468

Common stock repurchased

(4,781)

(4,213)

(13,874)

(13,044)

Common stock cash dividends paid

(6,169)

(5,572)

(17,913)

(16,197)

Other, net

(382)

 

(498)

 

(1,614)

 

(1,006)

Net cash used in financing

(13,036)

 

(18,808)

 

(40,855)

 

(14,194)

Investing

Additions to property and equipment

(16,745)

(10,952)

(47,472)

(30,604)

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

(981)

(1,575)

(4,235)

(67,790)

Purchases of investments

(4,474)

(2,183)

(8,144)

(14,901)

Maturities of investments

6,721

3,350

11,461

23,218

Sales of investments

2,161

1,941

6,688

8,871

Other, net

604

(1,281)

(325)

(916)

Net cash used in investing

(12,714)

 

(10,700)

 

(42,027)

 

(82,122)

Effect of foreign exchange rates on cash and cash equivalents

52

 

(80)

 

(120)

 

(107)

Net change in cash and cash equivalents

11,346

2,329

10,513

(15,070)

Cash and cash equivalents, beginning of period

17,482

 

17,305

 

18,315

 

34,704

Cash and cash equivalents, end of period

 $28,828

 

 $19,634

 

 $28,828

 

 $19,634

 


 

SEGMENT REVENUE AND OPERATING INCOME

(In millions) (Unaudited)

 

Three Months Ended

 March 31,

 

Nine Months Ended

 March 31,

 

 

 

2025

 

2024

 

2025

 

2024

Revenue

 

 

 

 

 

 

 

Productivity and Business Processes

 $29,944

 

 $27,113

 

 $87,698

 

 $78,193

Intelligent Cloud

26,751

 

22,141

 

76,387

 

63,679

More Personal Computing

13,371

 

12,604

 

41,198

 

38,523

Total

 $70,066

 

 $61,858

 

 $205,283

 

 $180,395

Operating Income

 

 

 

 

 

 

 

Productivity and Business Processes

 $17,379

 

 $15,143

 

 $50,780

 

 $43,955

Intelligent Cloud

11,095

 

9,515

 

32,449

 

27,978

More Personal Computing

3,526

 

2,923

 

10,976

 

9,575

Total

 $32,000

 

 $27,581

 

 $94,205

 

 $81,508

We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.

 

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Microsoft Cloud strength drives second quarter results

REDMOND, Wash. — January 24, 2023 — Microsoft Corp. today announced the following results for the quarter ended December 31, 2022, as compared to the corresponding period of last fiscal year:

  • Revenue was $52.7 billion and increased 2%
  • Operating income was $20.4 billion GAAP and $21.6 billion non-GAAP, and decreased 8% and 3%, respectively
  • Net income was $16.4 billion GAAP and $17.4 billion non-GAAP, and decreased 12% and 7%, respectively
  • Diluted earnings per share was $2.20 GAAP and $2.32 non-GAAP, and decreased 11% and 6%, respectively

“The next major wave of computing is being born, as the Microsoft Cloud turns the world’s most advanced AI models into a new computing platform,” said Satya Nadella, chairman and chief executive officer of Microsoft. “We are committed to helping our customers use our platforms and tools to do more with less today and innovate for the future in the new era of AI.”

“We are focused on operational excellence as we continue to invest to drive growth. Microsoft Cloud revenue was $27.1 billion, up 22% (up 29% in constant currency) year-over-year as our commercial offerings continue to drive value for our customers,” said Amy Hood, executive vice president and chief financial officer of Microsoft.

The following table reconciles our financial results reported in accordance with generally accepted accounting principles (GAAP) to non-GAAP financial results. Additional information regarding our non-GAAP definition is provided below. All growth comparisons relate to the corresponding period in the last fiscal year.

Three Months Ended December 31,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2021 As Reported (GAAP) $51,728 $22,247 $18,765 $2.48
2022 As Reported (GAAP) $52,747 $20,399 $16,425 $2.20
Severance, hardware-related impairment, and lease consolidation costs 1,171 946 0.12
2022 As Adjusted $52,747 $21,570 $17,371 $2.32
Percentage Change Y/Y (GAAP) 2% (8)% (12)% (11)%
Percentage Change Y/Y Constant Currency 7% 0% (4)% (3)%
Percentage Change Y/Y (As Adjusted) 2% (3)% (7)% (6)%
Percentage Change Y/Y (As Adjusted) Constant Currency 7% 6% 1% 2%

Business Highlights

Revenue in Productivity and Business Processes was $17.0 billion and increased 7% (up 13% in constant currency), with the following business highlights:

  • Office Commercial products and cloud services revenue increased 7% (up 14%in constant currency) driven by Office 365 Commercial revenue growth of 11% (up 18% in constant currency)
  • Office Consumer products and cloud services revenue decreased 2% (up 3% in constant currency) and Microsoft 365 Consumer subscribers grew to 63.2 million
  • LinkedIn revenue increased 10% (up 14% in constant currency)
  • Dynamics products and cloud services revenue increased 13% (up 20% in constant currency) driven by Dynamics 365 revenue growth of 21% (up 29% in constant currency)

Revenue in Intelligent Cloud was $21.5 billion and increased 18% (up 24% in constant currency), with the following business highlights:

  • Server products and cloud services revenue increased 20% (up 26% in constant currency) driven by Azure and other cloud services revenue growth of 31% (up 38% in constant currency)

Revenue in More Personal Computing was $14.2 billion and decreased 19% (down 16% in constant currency), with the following business highlights:

  • Windows OEM revenue decreased 39%
  • Windows Commercial products and cloud services revenue decreased 3% (up 3% in constant currency)
  • Xbox content and services revenue decreased 12% (down 8% in constant currency)
  • Search and news advertising revenue excluding traffic acquisition costs increased 10% (up 15% in constant currency)
  • Devices revenue decreased 39% (down 34% in constant currency)

Microsoft returned $9.7 billion to shareholders in the form of share repurchases and dividends in the second quarter of fiscal year 2023, a decrease of 11% compared to the second quarter of fiscal year 2022.

Business Outlook

Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Quarterly Highlights, Product Releases, and Enhancements 

Every quarter Microsoft delivers hundreds of products, either as new releases, services, or enhancements to current products and services. These releases are a result of significant research and development investments, made over multiple years, designed to help customers be more productive and secure and to deliver differentiated value across the cloud and the edge.

Here are the major product releases and other highlights for the quarter, organized by product categories, to help illustrate how we are accelerating innovation across our businesses while expanding our market opportunities.

Environmental, Social, and Governance (ESG)

To better execute on Microsoft’s mission, we focus our Environmental, Social, and Governance (ESG) efforts where we can have the most positive impact. To learn more about our latest initiatives and priorities, please visit our investor relations ESG website.

Webcast Details

Satya Nadella, chairman and chief executive officer, Amy Hood, executive vice president and chief financial officer, Alice Jolla, chief accounting officer, Keith Dolliver, deputy general counsel, and Brett Iversen, vice president of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. The webcast will be available for replay through the close of business on January 24, 2024.

Non-GAAP Definition

Q2 charge. In the second quarter of fiscal year 2023, Microsoft recorded costs related to decisions announced on January 18th, including employee severance expenses of $800 million, impairment charges resulting from changes to our hardware portfolio, and costs related to lease consolidation activities.

Microsoft has provided non-GAAP financial measures related to the impact of these strategic reprioritization actions to aid investors in better understanding our performance. Microsoft believes these non-GAAP measures assist investors by providing additional insight into its operational performance and help clarify trends affecting its business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Constant Currency

Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Financial Performance Constant Currency Reconciliation

Three Months Ended December 31,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2021 As Reported (GAAP) $51,728 $22,247 $18,765 $2.48
2022 As Reported (GAAP) $52,747 $20,399 $16,425 $2.20
2022 As Adjusted $52,747 $21,570 $17,371 $2.32
Percentage Change Y/Y (GAAP) 2% (8)% (12)% (11)%
Percentage Change Y/Y (As Adjusted) 2% (3)% (7)% (6)%
Constant Currency Impact $(2,645) $(1,931) $(1,563) $(0.21)
Percentage Change Y/Y Constant Currency 7% 0% (4)% (3)%
Percentage Change Y/Y (As Adjusted) Constant Currency 7% 6% 1% 2%

Segment Revenue Constant Currency Reconciliation

Three Months Ended December 31,
 ($ in millions) Productivity and Business Processes Intelligent Cloud More Personal Computing
2021 As Reported (GAAP) $15,936 $18,262 $17,530
2022 As Reported (GAAP) $17,002 $21,508 $14,237
Percentage Change Y/Y (GAAP) 7% 18% (19)%
Constant Currency Impact $(1,002) $(1,078) $(565)
Percentage Change Y/Y Constant Currency 13% 24% (16)%

We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.

Selected Product and Service Revenue Constant Currency Reconciliation        

Three Months Ended December 31, 2022
Percentage Change Y/Y (GAAP) Constant Currency Impact Percentage Change Y/Y Constant Currency
Microsoft Cloud revenue 22% 7% 29%
Office Commercial products and cloud services 7% 7% 14%
Office 365 Commercial 11% 7% 18%
Office Consumer products and cloud services (2)% 5% 3%
LinkedIn 10% 4% 14%
Dynamics products and cloud services 13% 7% 20%
Dynamics 365 21% 8% 29%
Server products and cloud services 20% 6% 26%
Azure and other cloud services 31% 7% 38%
Windows OEM (39)% 0% (39)%
Windows Commercial products and cloud services (3)% 6% 3%
Xbox content and services (12)% 4% (8)%
Search and news advertising excluding traffic acquisition costs 10% 5% 15%
Devices (39)% 5% (34)%

About Microsoft

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

Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

  • intense competition in all of our markets that may lead to lower revenue or operating margins;
  • increasing focus on cloud-based services presenting execution and competitive risks;
  • significant investments in products and services that may not achieve expected returns;
  • acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;
  • impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
  • cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;
  • disclosure and misuse of personal data that could cause liability and harm to our reputation;
  • the possibility that we may not be able to protect information stored in our products and services from use by others;
  • abuse of our advertising, professional, marketplace, or gaming platforms that may harm our reputation or user engagement;
  • the development of the internet of things presenting security, privacy, and execution risks;
  • issues about the use of artificial intelligence in our offerings that may result in competitive harm, legal liability, or reputational harm;
  • excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
  • quality or supply problems;
  • government litigation and regulatory activity relating to competition rules that may limit how we design and market our products;
  • potential consequences under trade, anti-corruption, and other laws resulting from our global operations;
  • laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;
  • claims against us that may result in adverse outcomes in legal disputes;
  • uncertainties relating to our business with government customers;
  • additional tax liabilities;
  • the possibility that we may fail to protect our source code;
  • legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property;
  • claims that Microsoft has infringed the intellectual property rights of others;
  • damage to our reputation or our brands that may harm our business and operating results;
  • adverse economic or market conditions that may harm our business;
  • catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business;
  • exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange and
  • the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

All information in this release is as of December 31, 2022. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

For more information, press only:

Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, [email protected]

For more information, financial analysts and investors only:

Brett Iversen, Vice President, Investor Relations, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.

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Satya Nadella’s annual letter to shareholders: A historic intersection of opportunity and responsibility

Below is my annual letter, published today in our Annual Report 2022.

Dear shareholders, colleagues, customers, and partners:

We are living through a period of historic economic, societal, and geopolitical change. The world in 2022 looks nothing like the world in 2019. As I write this, inflation is at a 40-year high, supply chains are stretched, and the war in Ukraine is ongoing. At the same time, we are entering a technological era with the potential to power awesome advancements across every sector of our economy and society. As the world’s largest software company, this places us at a historic intersection of opportunity and responsibility to the world around us.

Our mission to empower every person and every organization on the planet to achieve more has never been more urgent or more necessary. For all the uncertainty in the world, one thing is clear: People and organizations in every industry are increasingly looking to digital technology to overcome today’s challenges and emerge stronger. And no company is better positioned to help them than Microsoft.

Every day this past fiscal year I have had the privilege to witness our customers use our platforms and tools to connect what technology can do with what the world needs it to do.

Here are just a few examples:

  • Ferrovial, which builds and manages some of the world’s busiest airports and highways, is using our cloud infrastructure to build safer roads as it prepares for a future of autonomous transportation.
  • Peace Parks Foundation, a nonprofit helping protect natural ecosystems in Southern Africa, is using Microsoft Dynamics 365 and Power BI to secure essential funding, as well as our Azure AI and IoT solutions to help rangers scale their park maintenance and wildlife crime prevention work.
  • One of the world’s largest robotics companies, Kawasaki Heavy Industries, is using the breadth of our tools—from Azure IoT and HoloLens—to create an industrial metaverse solution that brings its distributed workforce together with its network of connected equipment to improve productivity and keep employees safe.
  • Globo, the biggest media and TV company in Brazil, is using Power Platform to empower its employees to build their own solutions for everything from booking sets to setting schedules.
  • And Ørsted, which produces a quarter of the world’s wind energy, is using the Microsoft Intelligent Data Platform to turn data from its offshore turbines into insights for predictive maintenance.

Amid this dynamic environment, we delivered record results in fiscal year 2022: We reported $198 billion in revenue and $83 billion in operating income. And the Microsoft Cloud surpassed $100 billion in annualized revenue for the first time.

OUR RESPONSIBILITY

As a corporation, our purpose and actions must be aligned with addressing the world’s problems, not creating new ones. At our very core, we need to deliver innovation that helps drive broad economic growth. We, as a company, will do well when the world around us does well.

That’s what I believe will lead to widespread human progress and ultimately improve the lives of everyone. There is no more powerful input than digital technology to drive the world’s economic output. This is the core thesis for our being as a company, but it’s not enough. As we drive global economic growth, we must also commit to creating a more inclusive, equitable, sustainable, and trusted future.

Support inclusive economic growth

We must ensure the growth we drive reaches every person, organization, community, and country. This starts with increasing access to digital skills. This year alone, more than 23 million people accessed digital skills training as part of our global skills initiative.

But skills alone aren’t enough—we need to help people better prepare for and connect to jobs. That’s why we’ve committed to equip 10 million people from underserved communities with skills for jobs in the digital economy by 2025.

One area of digital skills has become especially critical: cybersecurity. Cybersecurity is a significant threat for governments, businesses, and individuals around the world, yet there simply aren’t enough people with cybersecurity skills to fill open jobs.

To help address this, we’ve committed to skill and recruit 250,000 people into the US cybersecurity workforce by 2025—especially those underrepresented in the field. And we’re helping an additional 24 countries with substantial cybersecurity workforce shortages close their gaps too.

We also continue to deliver affordable, relevant cloud technology and industry-specific solutions to nonprofit organizations addressing the world’s most pressing issues. This year, we provided $3.2 billion in donated and discounted technology to 302,000 nonprofits serving over 1.2 billion people globally. And earlier this month, we announced that Microsoft will double the number of nonprofits we reach worldwide over the next five years.

Protect fundamental rights

We unequivocally support the fundamental rights of people, from defending democracy, to protecting human rights, to addressing racial injustice and inequity. And, as people’s access to education, healthcare, jobs, and other critical services becomes increasingly dependent on technology, it’s clear that access to broadband and accessible technology is also fundamental to building a more equitable future.

Since 2017, we’ve helped more than 50 million people in unserved rural communities globally gain access to affordable broadband coverage. Building on our work in eight US cities, we’re now partnering with five US states with significant broadband adoption gaps to increase access, adoption, and equity. And—given the importance of current data to broadband planning—the new Microsoft Digital Equity Dashboard will help US policymakers and communities identify neighborhoods where funding and programmatic investment can achieve measurable impact.

This year, we continued our journey to address racial injustice and inequity by increasing representation within Microsoft, engaging our ecosystem, and strengthening our communities.

Across our ecosystem, we are more than 90% of the way toward our commitment to spend an incremental $500 million with Black- and African American-owned suppliers. We’ve coordinated over 80 justice reform partnerships to help 145 communities expand access to data-driven insights that advance a more equitable system of justice and public safety. And we’ve expanded our Technology Education and Learning Support (TEALS) program to 290 high schools in cities with large Black and African American communities—to promote more equitable access to computer science education.

Our work to help preserve, protect, and advance democracy by promoting a healthy information ecosystem and safeguarding electoral processes is as salient as ever in today’s geopolitical climate. Our AccountGuard nation-state threat notification service protects more than 4 million accounts of election officials, human rights organizations, journalists, and other organizations. Our efforts to preserve and protect journalism in the United States and Mexico have been extended globally through new partnerships with the Thomson Reuters Foundation, Report for the World, and others.

This year, we responded to six humanitarian emergencies in five countries through donations, technology, services, and employee giving. As of July 2022, we’ve committed $257 million in financial and technology assistance to the global response to the war in Ukraine, including support for government, businesses, nonprofits, and humanitarian assistance for refugees. And, through our AI for Humanitarian Action initiative, we’re helping organizations harness the power of AI to improve their disaster preparedness, response, and recovery.

Finally, we continued working toward our five-year commitment to bridge the disability divide for the more than 1 billion people around the world with disabilities, seeking to expand accessibility in technology, the workforce, and workplace. As just one example of this work, use of our Office Accessibility Checker—our “spell check” for accessibility—has grown by 9x over the past year. And, along with partner companies, we launched the Neurodiversity Career Connector, a jobs marketplace for neurodivergent job seekers. 

Create a sustainable future

We must ensure that economic growth does not come at the expense of our planet. Addressing climate change requires swift, collective action and technical innovation. We’re continuing our pursuit of our own ambitious commitments and helping others achieve their climate goals, aided by technology.

In March, we released our second annual sustainability report, sharing our progress, challenges, and learnings as we pursue our commitments to become carbon negative, water positive, and zero waste. Although we continued to make progress on several of our goals with an overall reduction in Scope 1 and Scope 2 emissions, our Scope 3 emissions increased, due in large part to significant global datacenter expansions and the growth in Xbox sales and usage. Despite these increases, we remain dedicated to achieving a net-zero future. We recognize that progress won’t always be linear, and the rate at which we can implement emissions reductions is dependent on many factors that can fluctuate over time.

On the path to becoming water positive, we invested in 21 water replenishment projects that are expected to generate over 1.3 million cubic meters of volumetric benefits in nine water basins around the world. Progress toward our zero waste commitment included diverting more than 15,200 metric tons of solid waste otherwise headed to landfills and incinerators, as well as launching new Circular Centers to increase reuse and reduce e-waste at our datacenters. 

We contracted to protect over 17,000 acres of land (50% more than the land we use to operate), thus achieving our commitment to protect more land than we use by 2025.

And with Microsoft Cloud for Sustainability, we’re expanding our work to help customers meet their ambitious sustainability goals by enabling them to better collect, track, and analyze the metrics of their sustainability strategy.

Earn trust

To drive positive impact and growth with technology, people need to be able to trust the technologies they use and the companies behind them. We are committed to earning trust—both trust in business model alignment with our customers and partners, and trust in technology, spanning privacy, security, digital safety, the responsible use of AI, and transparency.

We’re dedicated to preserving our customers’ privacy and their ability to control their own data. We advocate for strong privacy laws that require companies, including ours, to be accountable and responsible in their collection and use of personal data. That’s why we supported the new Trans-Atlantic Data Privacy Framework and committed to meet or exceed all the requirements it outlines. And through the Microsoft privacy dashboard, millions of people each year can make meaningful choices about how their data is used.

Security and digital safety are foundational to trust in today’s complex threat landscape. We analyze 43 trillion security signals daily and use the insights to inform increased protections. This year, we blocked 34.7 billion identity threats and 37 billion email threats. Over the past four years, we’ve sent over 67,000 nation-state-related threat notifications to customers to help them protect themselves from digital threats.

This comprehensive capability has been critical during recent world events, including the war in Ukraine. Our efforts have involved both defending key infrastructure in the country—including assisting with the detection and disruption of cyberattacks and cyberinfluence operations and evacuating data to the cloud—as well as supporting people, communities, and organizations on the ground as part of our humanitarian and disaster response.

Our commitment to responsibly develop and use technologies like AI is core to who we are. We put our commitment into practice, not only within Microsoft but by empowering our customers and partners to do the same and by advocating for policy change. We released our Responsible AI Standard, which outlines 17 goals aligned to our six AI principles and includes tools and practices to support them. And we share our open-source tools, including the new Responsible AI Dashboard, to help developers building AI technologies identify and mitigate issues before deployment.

Finally, we provide clear reporting and information on how we run our business and how we work with customers and partners, delivering the transparency that is central to trust. Our annual Impact Summary shares more about our progress and learnings across these four commitments, and our Reports Hub provides detailed reports on our environmental data, our political activities, our workforce demographics, our human rights work, and more. 

We should all be proud of this work—and I am. But it’s easy to talk about what we’re doing well. As we look to the next year and beyond, we’ll continue to reflect on where the world needs us to do better.

OUR OPPORTUNITY

Now, let me turn to how we are positioned to capture the massive opportunities ahead. Over the past few years, I’ve written extensively about digital transformation, but now we need to go beyond that to deliver on what I call the “digital imperative.”

Technology is a deflationary force in an inflationary economy. Every organization in every industry will need to infuse technology into every business process and function so they can do more with less. It’s what I believe will make the difference between organizations that thrive and those that get left behind.

In the coming years, technology as a percentage of GDP will double from 5% to 10% and beyond, as technology moves from a back-office cost center to a defining feature of every product and service. But even more important will be technology’s influence on the other 90% of the world’s economy. From communications and commerce, to logistics, financial services, energy, healthcare, and entertainment, digital technology will power the entire global economy as every company becomes a software company in its own right.

Across our customer solution areas, we are delivering powerful platforms, tools, and services that expand our opportunity to help every organization in every industry deliver on the digital imperative—with a business model that is trusted and always aligned with their success. 

Apps and infrastructure

We are building Azure as the world’s computer, with more than 60 datacenter regions—more than any other provider—delivering faster access to cloud services while addressing critical data residency requirements. With Azure Arc, we’re bringing Azure anywhere, meeting customers where they are and enabling them to run apps across on-premises, edge, or multicloud environments. And we’re extending our infrastructure to the 5G network edge with Azure for Operators, introducing new solutions to help telecom operators deliver ultra-low-latency services closer to end users.

As the digital and physical worlds come together, we’re also leading in the industrial metaverse. From smart factories, to smart buildings, to smart cities, we’re helping organizations use Azure IoT, Azure Digital Twins, and Microsoft Mesh to digitize people, places, and things, in order to visualize, simulate, and analyze any business process.

Data and AI

From best-in-class databases and analytics to data governance, we have the most comprehensive data stack to help every organization turn its data into predictive and analytical power. With our new Microsoft Intelligent Data Platform, we are helping customers focus on creating value instead of integrating a fragmented data estate. Cosmos DB is the go-to database powering the world’s most demanding, mission-critical workloads, at any scale. With Azure Synapse, we’re removing traditional barriers between enterprise data warehousing and big data analytics so anyone can collaborate, build, and manage analytics solutions. And we’re creating an entirely new market category with Microsoft Purview, as we help organizations govern, protect, and manage their data estate across platforms and clouds.

When it comes to AI, we’re seeing a paradigm shift as the world’s large AI models become platforms themselves. And we are helping organizations apply the world’s most advanced coding and language models to a variety of use cases, such as writing assistance, code generation, and reasoning over data with our new Azure OpenAI Service.

Digital and app innovation

We have the most popular developer tools for any cloud and any platform to help organizations modernize existing apps and build new ones. GitHub is the most complete developer platform to build, scale, and deliver secure software. This year, we introduced GitHub Copilot, a first-of-its-kind AI pair programmer, to help developers write better code faster. And organizations are increasingly turning to both Visual Studio and our Azure PaaS services to streamline development and create modern, more resilient cloud-native applications.

Low-code/no-code tools are rapidly becoming a priority for every organization’s digital capability. With Power Platform, we are helping domain experts rapidly drive productivity gains when it’s never been more important. We have nearly 25 million monthly active users. And we’re innovating to make it even easier for teams of professional and citizen developers to automate workflows, create apps, build virtual agents, and analyze data.

Business applications

With our expanding portfolio of business applications, we are helping every business become a hyperconnected business—unifying data, process, and teams across the organization. New Dynamics 365 Connected Spaces helps organizations across diverse industries—from real estate and retail, to factories and construction—manage their physical operations. And with new integrations between Dynamics 365 and Teams, we are creating a new category of collaborative applications that helps businesses surface data and insights right in the flow of work.

Our industry clouds bring together capabilities across the Microsoft Cloud with industry-specific customizations to help organizations improve time to value, increase agility, and lower costs. We completed our acquisition of Nuance Communications this year, adding new cloud and enterprise AI capabilities for healthcare, as well as other industries. And as sustainability becomes an existential priority not just for our society but for every organization, our new Microsoft Cloud for Sustainability, which I mentioned earlier, is helping our customers record, report, and ultimately reduce their environmental impact.

Modern work

Hybrid work is now just work. Every organization is looking to reconnect and reengage the workforce at home, in the office, and everywhere in between. Microsoft Teams is the most used and most advanced platform for work, surpassing 270 million monthly active users this year. It’s the only solution with meetings, calls, chat, collaboration, and business process automation in one place.

Teams Rooms is bringing Teams to a growing ecosystem of devices to help organizations rethink their approach to space and help employees participate fully in meetings from anywhere. And with Microsoft Viva, we’re building an employee experience platform that brings together communications, knowledge, learning, resources, and insights in the flow of work to empower employees and strengthen their connection to their company’s mission and culture.

Modern life

The PC has never been more relevant to work, life, and play. This year, we launched Windows 11, the biggest update to our operating system in a decade. It reimagines everything from the user experience to the store to help people and organizations be more productive, connected, and secure, and to build a more open ecosystem for developers and creators. There are now more than 1.4 billion monthly active devices running Windows 10 or Windows 11. We launched new Surface devices to support every person and work style. And we have nearly 60 million Microsoft 365 consumer subscriptions as we help people create, connect, and share wherever they go.

Security

Cybersecurity is the number one threat facing every business today. To keep our customers secure, we build security by design into every product we sell, and we deliver end-to-end solutions spanning security, compliance, identity, device management, and privacy across clouds and platforms. We are the only cloud provider with multicloud protection for the industry’s top three cloud platforms. Our new Entra product family includes tools for permissions management, identity governance, and identity verification. And we now offer managed threat detection and response with Microsoft Security Experts.

LinkedIn

LinkedIn has become mission critical to connect creators with their communities, job seekers with jobs, learners with skills, and marketers with buyers. LinkedIn now has more than 850 million members, and our Sales, Talent, Marketing, and Premium Subscriptions lines of business have all surpassed $1 billion in annual revenue over the past 12 months.

Search, advertising, and news

When it comes to advertising, we are creating a new monetization engine for the web—an alternative that offers marketers and publishers more long-term viable ad solutions—while upholding consumer privacy and strong data governance. We’re focused on increasing our share and engagement across our browser Microsoft Edge, our search engine Microsoft Bing, and our personalized content feed Microsoft Start.

And with our acquisition of Xandr, we now power one of the largest marketplaces for premium advertising. Netflix chose us this summer as its exclusive technology and sales partner for its first ad-supported subscription offering, a validation of the differentiated value we provide to publishers looking for a flexible partner to build and innovate with them. I couldn’t be more excited about our expansive opportunity ahead in this space.

Gaming

The big bets we have made across content, community, and cloud over the past few years continue to pay off. We’ve sold more Xbox Series S and Series X consoles life-to-date than any previous generation of Xbox, and with Xbox Cloud Gaming, we’re bringing games to entirely new endpoints. In the past year, we’ve made many of our most popular titles accessible on phones, tablets, TVs, and low-spec PCs for the first time. Our Xbox Game Pass subscription service now includes access to hundreds of games. And with our planned acquisition of Activision Blizzard, we aim to give players more choice to play great games wherever, whenever, and however they want. Choice is equally important to developers, who we want to support with a diversity of distribution and business models for their games. We believe the acquisition will unlock opportunities for innovation and enable the industry to grow.

OUR CULTURE

Our culture is the foundation on which our mission and strategy stand, and cultivating it is our greatest priority. We’re always working to close the gap between our espoused culture and the lived experience of the more than 220,000 people who work at Microsoft. Essential to this is our commitment to continually exercise our growth mindset and confront our fixed mindset with humility, curiosity, compassion, and the recognition that, while none of us will ever be perfect, we can always be better than we are today.

This growth mindset served us well through the historic changes of the past few years. It sustains our everyday practice of customer obsession. It helps us care for our colleagues and collaborate more effectively across the company. And it deeply informs our longstanding commitment to diversity and inclusion.

If we want to serve the world, we need to represent the world. Each year we strive to increase representation, and 2022 was no exception. We saw the strongest progress in years across several demographic groups, as you can see in our latest Diversity & Inclusion Report. We are one of the most transparent companies of our size when it comes to the data we share, and we continually challenge ourselves to increase visibility into where we’re succeeding and where we need to address gaps. We’ve added new data, such as military status, gender representation by geography, employee exits, and additional pay data, to reflect our workforce more broadly. As we make meaningful process, we continue our commitment to meet the increasing expectations for driving innovation, welcoming diverse perspectives, and leading global change.

Giving is also core to our culture at Microsoft. In 2022, our employees gave $255 million (with company match) to over 32,000 nonprofits. And more than 29,000 employees volunteered over 720,000 hours to causes they care about.

I’m constantly in awe of how our employees bring their passion to work each day—for each other, for our customers, and for their communities.

***

I want to close by thanking you for your continued investment in Microsoft. Our growth and impact this past year would not have been possible without your commitment to the company and belief in its mission.

The opportunity to apply technology to make a real difference for every customer, community, and country has never been greater. And I truly believe if we continue to live our mission, embrace our responsibility, and grasp that opportunity, there is no limit to what we can achieve for the world in the year ahead and beyond.

Satya Nadella

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Microsoft Cloud strength fuels third quarter results

REDMOND, Wash. — April 26, 2022 — Microsoft Corp. today announced the following results for the quarter ended March 31, 2022, as compared to the corresponding period of last fiscal year:

  • Revenue was $49.4 billion and increased 18%
  • Operating income was $20.4 billion and increased 19%
  • Net income was $16.7 billion and increased 8% GAAP (up 13% non-GAAP)
  • Diluted earnings per share was $2.22 and increased 9% GAAP (up 14% non-GAAP)

Revenue and diluted earnings per share results include $(302) million and $(0.03) of additional impact from unfavorable foreign exchange rate movement within the quarter and $111 million and $(0.01) from Nuance, which closed on March 4, 2022, neither of which were included in the forward-looking guidance provided on January 25, 2022. Additional details are provided in the Earnings Call Slides.

“Going forward, digital technology will be the key input that powers the world’s economic output,” said Satya Nadella, chairman and chief executive officer of Microsoft. “Across the tech stack, we are expanding our opportunity and taking share as we help customers differentiate, build resilience, and do more with less.”

“Continued customer commitment to our cloud platform and strong sales execution drove better than expected commercial bookings growth of 28% and Microsoft Cloud revenue of $23.4 billion, up 32% year over year,” said Amy Hood, executive vice president and chief financial officer of Microsoft.

The following table reconciles our financial results reported in accordance with generally accepted accounting principles (GAAP) to non-GAAP financial results. Additional information regarding our non-GAAP definition is provided below. All growth comparisons relate to the corresponding period in the last fiscal year.

Three Months Ended March 31,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2021 As Reported (GAAP) $41,706 $17,048 $15,457 $2.03
Net income tax benefit related to India Supreme Court decision on withholding taxes (620) (0.08)
2021 As Adjusted (non-GAAP) $41,706 $17,048 $14,837 $1.95
2022 As Reported (GAAP) $49,360 $20,364 $16,728 $2.22
Percentage Change Y/Y (GAAP) 18% 19% 8% 9%
Percentage Change Y/Y (non-GAAP) 18% 19% 13% 14%
Percentage Change Y/Y (non-GAAP) Constant Currency 21% 23% 17% 18%

Business Highlights

Revenue in Productivity and Business Processes was $15.8 billion and increased 17%, with the following business highlights:

  • Office Commercial products and cloud services revenue increased 12% (up 14% CC) driven by Office 365 Commercial revenue growth of 17% (up 20% CC)
  • Office Consumer products and cloud services revenue increased 11% (up 12% CC) and Microsoft 365 Consumer subscribers grew to 58.4 million
  • LinkedIn revenue increased 34% (up 35% CC)
  • Dynamics products and cloud services revenue increased 22% (up 25% CC) driven by Dynamics 365 revenue growth of 35% (up 38% CC)

Revenue in Intelligent Cloud was $19.1 billion and increased 26%, with the following business highlights:

  • Server products and cloud services revenue increased 29% (up 32% CC) driven by Azure and other cloud services revenue growth of 46% (up 49% CC)

Revenue in More Personal Computing was $14.5 billion and increased 11%, with the following business highlights:

  • Windows OEM revenue increased 11%
  • Windows Commercial products and cloud services revenue increased 14% (up 19% CC)
  • Xbox content and services revenue increased 4% (up 6% CC)
  • Search and news advertising revenue excluding traffic acquisition costs increased 23% (up 25% CC)
  • Surface revenue increased 13% (up 18% CC)

Microsoft returned $12.4 billion to shareholders in the form of share repurchases and dividends in the third quarter of fiscal year 2022, an increase of 25% compared to the third quarter of fiscal year 2021.

Business Outlook

Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Quarterly Highlights, Product Releases, and Enhancements  

Every quarter Microsoft delivers hundreds of products, either as new releases, services, or enhancements to current products and services. These releases are a result of significant research and development investments, made over multiple years, designed to help customers be more productive and secure and to deliver differentiated value across the cloud and the edge.

Here are the major product releases and other highlights for the quarter, organized by product categories, to help illustrate how we are accelerating innovation across our businesses while expanding our market opportunities.

Environmental, Social, and Governance (ESG)

To better execute Microsoft’s mission, we focus our Environmental, Social, and Governance (ESG) efforts where we can have the most positive impact. To learn more about our latest initiatives and priorities, please visit our investor relations ESG website.

Webcast Details

Satya Nadella, chairman and chief executive officer, Amy Hood, executive vice president and chief financial officer, Alice Jolla, chief accounting officer, Keith Dolliver, deputy general counsel, and Brett Iversen, general manager of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. The webcast will be available for replay through the close of business on April 26, 2023.

Non-GAAP Definition

The India Supreme Court Decision Impact. In March 2021, the India Supreme Court issued a decision on withholding taxes in the case of Engineering Analysis Centre of Excellence Private Limited vs The Commissioner of Income Tax. Microsoft has historically paid India withholding taxes on software sales through distributor withholding and tax audit assessments in India. The India Supreme Court ruled favorably for companies in 86 separate appeals, some dating back to 2012, holding that software sales are not subject to India withholding taxes. Although Microsoft was not a party to the appeals, Microsoft’s software sales in India were determined to be not subject to withholding taxes. Therefore, Microsoft recorded a net income tax benefit of $620 million in the third quarter of fiscal year 2021 to reflect the results of the India Supreme Court decision impacting fiscal year 1996 through fiscal year 2016.

Microsoft has provided non-GAAP financial measures related to the India Supreme Court decision to aid investors in better understanding our performance. Microsoft believes these non-GAAP measures assist investors by providing additional insight into its operational performance and help clarify trends affecting its business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Constant Currency

Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Financial Performance Constant Currency Reconciliation

Three Months Ended March 31,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2021 As Reported (GAAP) $41,706 $17,048 $15,457 $2.03
2021 As Adjusted (non-GAAP) $41,706 $17,048 $14,837 $1.95
2022 As Reported (GAAP) $49,360 $20,364 $16,728 $2.22
Percentage Change Y/Y (GAAP) 18% 19% 8% 9%
Percentage Change Y/Y (non-GAAP) 18% 19% 13% 14%
Constant Currency Impact $(1,003) $(677) $(577) $(0.08)
Percentage Change Y/Y (non-GAAP) Constant Currency 21% 23% 17% 18%

Segment Revenue Constant Currency Reconciliation

Three Months Ended March 31,
 ($ in millions) Productivity and Business Processes Intelligent Cloud More Personal Computing
2021 As Reported (GAAP) $13,552 $15,118 $13,036
2022 As Reported (GAAP) $15,789 $19,051 $14,520
Percentage Change Y/Y (GAAP) 17% 26% 11%
Constant Currency Impact $(332) $(418) $(253)
Percentage Change Y/Y (non-GAAP) Constant Currency 19% 29% 13%

Selected Product and Service Revenue Constant Currency Reconciliation           

Three Months Ended March 31, 2022
Percentage Change Y/Y (GAAP) Constant Currency Impact Percentage Change Y/Y (non-GAAP) Constant Currency
Office Commercial products and cloud services 12% 2% 14%
Office 365 Commercial 17% 3% 20%
Office Consumer products and cloud services 11% 1% 12%
LinkedIn 34% 1% 35%
Dynamics products and cloud services 22% 3% 25%
Dynamics 365 35% 3% 38%
Server products and cloud services 29% 3% 32%
Azure and other cloud services 46% 3% 49%
Windows OEM 11% 0% 11%
Windows Commercial products and cloud services 14% 5% 19%
Xbox content and services 4% 2% 6%
Search and news advertising excluding traffic acquisition costs 23% 2% 25%
Surface 13% 5% 18%

About Microsoft

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

Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

  • intense competition in all of our markets that may lead to lower revenue or operating margins;
  • increasing focus on cloud-based services presenting execution and competitive risks;
  • significant investments in products and services that may not achieve expected returns;
  • acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;
  • impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
  • cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;
  • disclosure and misuse of personal data that could cause liability and harm to our reputation;
  • the possibility that we may not be able to protect information stored in our products and services from use by others;
  • abuse of our advertising or social platforms that may harm our reputation or user engagement;
  • the development of the internet of things presenting security, privacy, and execution risks;
  • issues about the use of artificial intelligence in our offerings that may result in competitive harm, legal liability, or reputational harm;
  • excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
  • quality or supply problems;
  • government litigation and regulatory activity relating to competition rules that may limit how we design and market our products;
  • potential consequences under trade, anti-corruption, and other laws resulting from our global operations;
  • laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;
  • claims against us that may result in adverse outcomes in legal disputes;
  • uncertainties relating to our business with government customers;
  • additional tax liabilities;
  • the possibility that we may fail to protect our source code;
  • legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property;
  • claims that Microsoft has infringed the intellectual property rights of others;
  • damage to our reputation or our brands that may harm our business and operating results;
  • adverse economic or market conditions that may harm our business;
  • catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business;
  • exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange and
  • the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

All information in this release is as of March 31, 2022. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

For more information, press only:

Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, [email protected]

For more information, financial analysts and investors only:

Brett Iversen, General Manager, Investor Relations, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.

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Microsoft cloud strength fuels first quarter results

REDMOND, Wash. — October 27, 2020 — Microsoft Corp. today announced the following results for the quarter ended September 30, 2020, as compared to the corresponding period of last fiscal year:

  • Revenue was $37.2 billion and increased 12%
  • Operating income was $15.9 billion and increased 25%
  • Net income was $13.9 billion and increased 30%
  • Diluted earnings per share was $1.82 and increased 32%

“The next decade of economic performance for every business will be defined by the speed of their digital transformation,” said Satya Nadella, chief executive officer of Microsoft. “We are innovating across our full modern tech stack to help our customers in every industry improve time to value, increase agility, and reduce costs.”

“Demand for our cloud offerings drove a strong start to the fiscal year with our commercial cloud revenue generating $15.2 billion, up 31% year over year,” said Amy Hood, executive vice president and chief financial officer of Microsoft. “We continue to invest against the significant opportunity ahead of us to drive long-term growth.”

Business Highlights

Revenue in Productivity and Business Processes was $12.3 billion and increased 11%, with the following business highlights:

  • Office Commercial products and cloud services revenue increased 9% driven by Office 365 Commercial revenue growth of 21% (up 20% in constant currency)
  • Office Consumer products and cloud services revenue increased 13% and Microsoft 365 Consumer subscribers increased to 45.3 million
  • LinkedIn revenue increased 16%
  • Dynamics products and cloud services revenue increased 19% (up 18% in constant currency) driven by Dynamics 365 revenue growth of 38% (up 37% in constant currency)

Revenue in Intelligent Cloud was $13.0 billion and increased 20% (up 19% in constant currency), with the following business highlights:

  • Server products and cloud services revenue increased 22% (up 21% in constant currency) driven by Azure revenue growth of 48% (up 47% in constant currency)

Revenue in More Personal Computing was $11.8 billion and increased 6%, with the following business highlights:

  • Windows OEM revenue declined 5%
  • Windows Commercial products and cloud services revenue increased 13% (up 12% in constant currency)
  • Xbox content and services revenue increased 30%
  • Surface revenue increased 37% (up 36% in constant currency)
  • Search advertising revenue excluding traffic acquisition costs decreased 10% (down 11% in constant currency)

Microsoft returned $9.5 billion to shareholders in the form of share repurchases and dividends in the first quarter of fiscal year 2021, an increase of 21% compared to the first quarter of fiscal year 2020.

Business Outlook

Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Quarterly Highlights, Product Releases, and Enhancements 

Every quarter Microsoft delivers hundreds of products, either as new releases, services, or enhancements to current products and services. These releases are a result of significant research and development investments, made over multiple years, designed to help customers be more productive and secure and to deliver differentiated value across the cloud and the edge.

Here are the major product releases and other highlights for the quarter, organized by product categories, to help illustrate how we are accelerating innovation across our businesses while expanding our market opportunities.

Responding to COVID-19

At Microsoft, our focus remains on ensuring the safety of our employees, striving to protect the health and well-being of the communities in which we operate, and providing technology and resources to our customers and partners to help them do their best work while remote. Additional information about Microsoft’s COVID-19 response can be found here.

Environmental, Social, and Governance (ESG)

To better execute on Microsoft’s mission, we focus our Environmental, Social, and Governance (ESG) efforts where we can have the most positive impact. To learn more about our latest initiatives and priorities, please visit our investor relations ESG website.

Webcast Details

Satya Nadella, chief executive officer, Amy Hood, executive vice president and chief financial officer, Alice Jolla, chief accounting officer, Keith Dolliver, deputy general counsel, and Michael Spencer, general manager of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. The webcast will be available for replay through the close of business on October 27, 2021.

Constant Currency

Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Financial Performance Constant Currency Reconciliation

Three Months Ended September 30,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2019 As Reported $33,055 $12,686 $10,678 $1.38
2020 As Reported $37,154 $15,876 $13,893 $1.82
Percentage Change Y/Y 12% 25% 30% 32%
Constant Currency Impact $108 $71 $231 $0.03
Percentage Change Y/Y Constant Currency 12% 25% 28% 30%

Segment Revenue Constant Currency Reconciliation

Three Months Ended September 30,
 ($ in millions) Productivity and Business Processes Intelligent Cloud More Personal Computing
2019 As Reported $11,077 $10,845 $11,133
2020 As Reported $12,319 $12,986 $11,849
Percentage Change Y/Y 11% 20% 6%
Constant Currency Impact $32 $42 $34
Percentage Change Y/Y Constant Currency 11% 19% 6%

Selected Product and Service Revenue Constant Currency Reconciliation           

Three Months Ended September 30, 2020
Percentage Change Y/Y (GAAP) Constant Currency Impact Percentage Change Y/Y Constant Currency
Office Commercial products and cloud services 9% 0% 9%
Office 365 Commercial 21% (1)% 20%
Office Consumer products and cloud services 13% 0% 13%
LinkedIn 16% 0% 16%
Dynamics products and cloud services 19% (1)% 18%
Dynamics 365 38% (1)% 37%
Server products and cloud services 22% (1)% 21%
Azure 48% (1)% 47%
Windows OEM (5)% 0% (5)%
Windows Commercial products and cloud services 13% (1)% 12%
Xbox content and services 30% 0% 30%
Surface 37% (1)% 36%
Search advertising excluding traffic acquisition costs (10)% (1)% (11)%

About Microsoft

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

Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

  • intense competition in all of our markets that may lead to lower revenue or operating margins;
  • increasing focus on cloud-based services presenting execution and competitive risks;
  • significant investments in products and services that may not achieve expected returns;
  • acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;
  • impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
  • cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;
  • disclosure and misuse of personal data that could cause liability and harm to our reputation;
  • the possibility that we may not be able to protect information stored in our products and services from use by others;
  • abuse of our advertising or social platforms that may harm our reputation or user engagement;
  • the development of the internet of things presenting security, privacy, and execution risks;
  • issues about the use of artificial intelligence in our offerings that may result in competitive harm, legal liability, or reputational harm;
  • excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
  • quality or supply problems;
  • the possibility that we may fail to protect our source code;
  • legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property;
  • claims that Microsoft has infringed the intellectual property rights of others;
  • claims against us that may result in adverse outcomes in legal disputes;
  • government litigation and regulatory activity relating to competition rules that may limit how we design and market our products;
  • potential liability under trade protection, anti-corruption, and other laws resulting from our global operations;
  • laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;
  • additional tax liabilities;
  • damage to our reputation or our brands that may harm our business and operating results;
  • exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange;
  • uncertainties relating to our business with government customers;
  • adverse economic or market conditions that may harm our business;
  • catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business; and
  • the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

All information in this release is as of September 30, 2020. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

For more information, press only:

Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, [email protected]

For more information, financial analysts and investors only:

Michael Spencer, General Manager, Investor Relations, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.

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Microsoft announces quarterly dividend increase

Annual shareholders meeting set for Dec. 2, 2020

REDMOND, Wash. — Sept. 15, 2020 — Microsoft Corp. on Tuesday announced that its board of directors declared a quarterly dividend of $0.56 per share, reflecting a five cent or 10% increase over the previous quarter’s dividend. The dividend is payable Dec. 10, 2020, to shareholders of record on Nov. 19, 2020. The ex-dividend date will be Nov. 18, 2020.

In addition, the company announced the date for the 2020 Annual Shareholders Meeting, to be held Dec. 2, 2020. Shareholders at the close of business on Oct. 8, 2020, the record date, will be entitled to vote their shares.

This year’s annual shareholders meeting will be held virtually and hosted by Satya Nadella, chief executive officer; Amy Hood, chief financial officer; Brad Smith, president and chief legal officer; and John W. Thompson, Microsoft independent board chair.

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

For more information, financial analysts and investors only:

Investor Relations, Microsoft, (425) 706-4400

For more information, press only:

Microsoft Media Relations, WE Communications, (425) 638-7777, [email protected]

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information is available at http://www.microsoft.com/en-us/investor.

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Microsoft cloud strength drives fourth quarter results

REDMOND, Wash. — July 22, 2020 — Microsoft Corp. today announced the following results for the quarter ended June 30, 2020, as compared to the corresponding period of last fiscal year:

  • Revenue was $38.0 billion and increased 13%
  • Operating income was $13.4 billion and increased 8%
  • Net income was $11.2 billion and decreased 15% GAAP (up 5% non-GAAP)
  • Diluted earnings per share was $1.46 and decreased 15% GAAP (up 7% non-GAAP)

“The last five months have made it clear that tech intensity is the key to business resilience. Organizations that build their own digital capability will recover faster and emerge from this crisis stronger,” said Satya Nadella, chief executive officer of Microsoft. “We are the only company with an integrated, modern technology stack – powered by cloud and AI and underpinned by security and compliance –  to help every organization transform and reimagine how they meet customer needs.”

“Our commercial cloud surpassed $50 billion in annual revenue for the first time this year. And this quarter our Commercial bookings were better than expected, growing 12% year-over-year,” said Amy Hood, executive vice president and chief financial officer of Microsoft. “As we drive growth across the company, we remain committed to investing in long-term strategic opportunities.”

The following table reconciles our financial results reported in accordance with generally accepted accounting principles (GAAP) to non-GAAP financial results. Additional information regarding our non-GAAP definition is provided below. All growth comparisons relate to the corresponding period in the last fiscal year.

Three Months Ended June 30,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2019 As Reported (GAAP) $33,717 $12,405 $13,187_ $1.71_
  Net Tax Impact of Transfer of Intangible Properties (2,567) (0.34)
2019 As Adjusted (non-GAAP) $33,717 $12,405 $10,620_ $1.37_
2020 As Reported (GAAP) $38,033 $13,407 $11,202_ $1.46_
Percentage Change Y/Y (GAAP) 13% 8% (15%) (15%)
Percentage Change Y/Y (non-GAAP) 13% 8% 5%_ 7%_
Percentage Change Y/Y (non-GAAP) Constant Currency 15% 12% 8%_ 9%_

GAAP results include a $450 million charge for the closure of the Microsoft Store physical locations in the fourth quarter of fiscal year 2020. GAAP results also include a net income tax benefit of $2.6 billion for the fourth quarter of fiscal year 2019, which is excluded from our non-GAAP results and explained in the non-GAAP definition section below.

COVID-19 Impact

In the fourth quarter of fiscal year 2020, similar business trends to the previous quarter continued.

In the Productivity and Business Processes and Intelligent Cloud segments, cloud usage and demand increased as customers continued to work and learn from home. Transactional license purchasing continued to slow, particularly in small and medium businesses, and LinkedIn was negatively impacted by the weak job market and reductions in advertising spend.

In the More Personal Computing segment, Windows OEM, Surface, and Gaming benefited from increased demand to support work-, play-, and learn-from-home scenarios, while Search was negatively impacted by reductions in advertising spend.

 Business Highlights

Revenue in Productivity and Business Processes was $11.8 billion and increased 6% (up 8% in constant currency), with the following business highlights:

  • Office Commercial products and cloud services revenue increased 5% (up 7% in constant currency) driven by Office 365 Commercial revenue growth of 19% (up 22% in constant currency)
  • Office Consumer products and cloud services revenue increased 6% (up 7% in constant currency) and Office 365 Consumer subscribers increased to 42.7 million
  • LinkedIn revenue increased 10% (up 11% in constant currency)
  • Dynamics products and cloud services revenue increased 13% (up 15% in constant currency) driven by Dynamics 365 revenue growth of 38% (up 40% in constant currency)

Revenue in Intelligent Cloud was $13.4 billion and increased 17% (up 19% in constant currency), with the following business highlights:

  • Server products and cloud services revenue increased 19% (up 21% in constant currency) driven by Azure revenue growth of 47% (up 50% in constant currency)
  • Enterprise Services revenue was relatively unchanged (up 2% in constant currency)

Revenue in More Personal Computing was $12.9 billion and increased 14% (up 16% in constant currency), with the following business highlights:

  • Windows OEM revenue increased 7%
  • Windows Commercial products and cloud services revenue increased 9% (up 11% in constant currency)
  • Xbox content and services revenue increased 65% (up 68% in constant currency)
  • Surface revenue increased 28% (up 30% in constant currency)
  • Search advertising revenue excluding traffic acquisition costs decreased 18% (down 17% in constant currency)

Operating expenses were $12.3 billion and increased 13%, including the $450 million charge for the closure of the Microsoft Store physical locations.

Microsoft returned $8.9 billion to shareholders in the form of share repurchases and dividends in the fourth quarter of fiscal year 2020, an increase of 16% compared to the fourth quarter of fiscal year 2019.

Fiscal Year 2020 Results

Microsoft Corp. today announced the following results for the fiscal year ended June 30, 2020, as compared to the corresponding period of last fiscal year:

  • Revenue was $143.0 billion and increased 14%
  • Operating income was $53.0 billion and increased 23%
  • Net income was $44.3 billion and increased 13% GAAP and 20% non-GAAP
  • Diluted earnings per share was $5.76 and increased 14% GAAP and 21% non-GAAP

The following table reconciles our financial results reported in accordance with GAAP to non-GAAP financial results. Additional information regarding our non-GAAP definition is provided below. All growth comparisons relate to the corresponding period in the last fiscal year.

Twelve Months Ended June 30,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2019 As Reported (GAAP) $125,843 $42,959 $39,240_ $5.06_
  Net Tax Impact of Transfer of Intangible Properties (2,567) (0.33)
  Net Impact of the Tax Cuts and Jobs Act (TCJA) 157_ 0.02_
2019 As Adjusted (non-GAAP) $125,843 $42,959 $36,830_ $4.75_
2020 As Reported (GAAP) $143,015 $52,959 $44,281_ $5.76_
Percentage Change Y/Y (GAAP) 14% 23% 13%_ 14%_
Percentage Change Y/Y (non-GAAP) 14% 23% 20%_ 21%_
Percentage Change Y/Y (non-GAAP) Constant Currency 15% 27% 24%_ 25%_

GAAP results include a net income tax benefit of $2.6 billion and a net income tax charge of $157 million for the twelve months ended June 30, 2019. These net tax impacts are excluded from our non-GAAP results and explained in the Non-GAAP Definition section below.

Business Outlook

Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Responding to COVID-19

At Microsoft, our focus remains on ensuring the safety of our employees, striving to protect the health and well-being of the communities in which we operate, and providing technology and resources to our customers and partners to help them do their best work while remote. Additional information about Microsoft’s COVID-19 response can be found here.

Quarterly Highlights, Product Releases, and Enhancements 

Every quarter Microsoft delivers hundreds of products, either as new releases, services, or enhancements to current products and services. These releases are a result of significant research and development investments, made over multiple years, designed to help customers be more productive and secure and to deliver differentiated value across the cloud and the edge.

Here are the major product releases and other highlights for the quarter, organized by product categories, to help illustrate how we are accelerating innovation across our businesses while expanding our market opportunities.

Environmental, Social, and Governance (ESG)

To better execute on Microsoft’s mission, we focus our Environmental, Social, and Governance (ESG) efforts where we can have the most positive impact. To learn more about our latest initiatives and priorities, please visit our investor relations ESG website.

Webcast Details

Satya Nadella, chief executive officer, Amy Hood, executive vice president and chief financial officer, Frank Brod, chief accounting officer, Keith Dolliver, deputy general counsel, and Michael Spencer, general manager of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. The webcast will be available for replay through the close of business on July 22, 2021.

Non-GAAP Definition

Transfer of Intangible Properties. In the fourth quarter of fiscal year 2019, in response to the TCJA and recently issued regulations, Microsoft transferred certain intangible properties held by its foreign subsidiaries to the United States and Ireland. The transfers of intangible properties resulted in a net $2.6 billion tax benefit recorded in the fourth quarter of fiscal year 2019, as the value of future tax deductions exceeded the current tax liability from foreign jurisdictions and United States Global Intangible Low-Taxed Income (GILTI) tax.

The TCJA Impact. Microsoft recorded a net charge of $157 million during the twelve months ended June 30, 2019 related to the TCJA.

Microsoft has provided non-GAAP financial measures related to the transfer of intangible properties and the TCJA to aid investors in better understanding our performance. Microsoft believes these non-GAAP measures assist investors by providing additional insight into its operational performance and help clarify trends affecting its business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Constant Currency

Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

 Financial Performance Constant Currency Reconciliation

Three Months Ended June 30,
 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2019 As Reported $33,717_ $12,405_ $13,187_ $1.71_
2019 As Adjusted (non-GAAP) $33,717_ $12,405_ $10,620_ $1.37_
2020 As Reported $38,033_ $13,407_ $11,202_ $1.46_
Percentage Change Y/Y (GAAP) 13% 8%_ (15%) (15%)
Percentage Change Y/Y (non-GAAP) 13% 8%_ 5%_ 7%_
Constant Currency Impact $(598) $(454) $(314) $(0.04)
Percentage Change Y/Y (non-GAAP) Constant Currency 15% 12% 8%_ 9%_
   

 

Twelve Months Ended June 30,

 ($ in millions, except per share amounts) Revenue Operating Income Net Income Diluted Earnings per Share
2019 As Reported $125,843_ $42,959_ $39,240_ $5.06_
2019 As Adjusted (non-GAAP) $125,843_ $42,959_ $36,830_ $4.75_
2020 As Reported $143,015_ $52,959_ $44,281_ $5.76_
Percentage Change Y/Y (GAAP) 14%_ 23%_ 13%_ 14%_
Percentage Change Y/Y (non-GAAP) 14%_ 23%_ 20%_ 21%_
Constant Currency Impact $(1,974) $(1,567) $(1,348) $(0.18)
Percentage Change Y/Y (non-GAAP) Constant Currency 15%_ 27%_  24%_ 25%_

 Segment Revenue Constant Currency Reconciliation

Three Months Ended June 30,
 ($ in millions) Productivity and Business Processes Intelligent Cloud More Personal Computing
2019 As Reported $11,047_ $11,391_ $11,279_
2020 As Reported $11,752_ $13,371_ $12,910_
Percentage Change Y/Y 6%_ 17%_ 14%_
Constant Currency Impact $(209) $(238) $(151)
Percentage Change Y/Y Constant Currency 8%_ 19%_ 16%_

 Selected Product and Service Revenue Constant Currency Reconciliation           

Three Months Ended June 30, 2020
Percentage Change Y/Y (GAAP) Constant Currency Impact Percentage Change Y/Y Constant Currency
Office Commercial products and cloud services 5% 2% 7%
Office 365 Commercial 19% 3% 22%
Office Consumer products and cloud services 6% 1% 7%
LinkedIn 10% 1% 11%
Dynamics products and cloud services 13% 2% 15%
Dynamics 365 38% 2% 40%
Server products and cloud services 19% 2% 21%
Azure 47% 3% 50%
Enterprise Services 0% 2% 2%
Windows OEM 7% 0% 7%
Windows Commercial products and cloud services 9% 2% 11%
Xbox content and services 65% 3% 68%
Surface 28% 2% 30%
Search advertising excluding traffic acquisition costs (18)% 1% (17)%

About Microsoft

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

Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

  • intense competition in all of our markets that may lead to lower revenue or operating margins;
  • increasing focus on cloud-based services presenting execution and competitive risks;
  • significant investments in products and services that may not achieve expected returns;
  • acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;
  • impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
  • cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;
  • disclosure and misuse of personal data that could cause liability and harm to our reputation;
  • the possibility that we may not be able to protect information stored in our products and services from use by others;
  • abuse of our advertising or social platforms that may harm our reputation or user engagement;
  • the development of the internet of things presenting security, privacy, and execution risks;
  • issues about the use of artificial intelligence in our offerings that may result in competitive harm, legal liability, or reputational harm;
  • excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
  • quality or supply problems;
  • the possibility that we may fail to protect our source code;
  • legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property;
  • claims that Microsoft has infringed the intellectual property rights of others;
  • claims against us that may result in adverse outcomes in legal disputes;
  • government litigation and regulatory activity relating to competition rules that may limit how we design and market our products;
  • potential liability under trade protection, anti-corruption, and other laws resulting from our global operations;
  • laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;
  • additional tax liabilities;
  • damage to our reputation or our brands that may harm our business and operating results;
  • exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange;
  • uncertainties relating to our business with government customers;
  • adverse economic or market conditions that may harm our business;
  • catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business; and
  • the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

All information in this release is as of June 30, 2020. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

For more information, press only:

Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, [email protected]

For more information, financial analysts and investors only:

Michael Spencer, General Manager, Investor Relations, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.

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Microsoft announces expiration of its exchange offers

REDMOND, Wash. — May 29, 2020 — Microsoft Corp. (NASDAQ: MSFT) (“Microsoft”) today announced the expiration of its offers to (i) exchange (the “Pool 1 Offer”) the ten series of notes described in the table below (collectively, the “Pool 1 Notes”) for a new series of Microsoft’s 2.525% Notes due June 1, 2050 (the “New 2050 Notes”) and a cash payment, as applicable, and (ii) exchange (the “Pool 2 Offer” and, together with the Pool 1 Offer, the “Exchange Offers”) the four series of notes described in the table below (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Existing Notes”) for a new series of Microsoft’s 2.675% Notes due June 1, 2060 (the “New 2060 Notes” and, together with the New 2050 Notes, the “New Notes”) and a cash payment, as applicable.

A Registration Statement on Form S-4 (File No. 333-237925), as amended by Amendment No. 1 thereto (the “Registration Statement”), relating to the issuance of the New Notes has been filed with the Securities and Exchange Commission (the “SEC”) and has become effective. The New Notes, upon issuance, will be registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement.

The table below identifies the aggregate principal amount of each series of Pool 1 Notes validly tendered (and not validly withdrawn) in the Pool 1 Offer and the principal amount of each series of Pool 1 Notes, based on the order of acceptance priority for such series, that Microsoft expects to accept on the Settlement Date (as defined below):

Pool 1 Table
Title of Security CUSIP
Number
Consideration Exchanged for Acceptance Priority
Level
Principal
Amount
Tendered(1)
Principal
Amount
Microsoft Expects to Accept
4.875% Notes due 2043 594918AX2 New 2050 Notes 1 $325,428,000 $325,428,000
5.300% Notes due 2041 594918AM6 New 2050 Notes 2 $229,661,000 $229,661,000
4.450% Notes due 2045 594918BL7 New 2050 Notes 3 $1,711,663,000 $1,711,663,000
4.250% Notes due 2047 594918CA0 New 2050 Notes 4 $1,415,370,000 $1,415,370,000
5.200% Notes due 2039 594918AD6 New 2050 Notes 5 $191,455,000 $191,455,000
4.500% Notes due 2040 594918AJ3 New 2050 Notes 6 $428,829,000 $428,829,000
3.750% Notes due 2043 594918AU8 New 2050 Notes 7 $255,985,000 $255,985,000
3.750% Notes due 2045 594918BD5 New 2050 Notes 8 $1,109,437,000 $1,109,433,000
4.100% Notes due 2037 594918BZ6 New 2050 Notes 9 $1,569,224,000 $583,533,000
4.200% Notes due 2035 594918BK9 New 2050 Notes 10 $325,218,000 $0

 

  1. The aggregate principal amounts of each series that have been validly tendered for exchange and not validly withdrawn, as of 11:59 p.m., New York City time, on May 28, 2020 (the “Expiration Time”), based on information provided by the exchange agent to Microsoft.

The table below identifies the aggregate principal amount of each series of Pool 2 Notes validly tendered (and not validly withdrawn) in the Pool 2 Offer and the principal amount of each series of Pool 2 Notes, based on the order of acceptance priority for such series, that Microsoft expects to accept on the Settlement Date:

Pool 2 Table
Title of Security CUSIP
Number
Consideration Exchanged for Acceptance Priority
Level
Principal
Amount
Tendered(1)
Principal
Amount
Microsoft Expects to Accept
4.750% Notes due 2055 594918BM5 New 2060 Notes 1 $673,265,000 $673,265,000
4.000% Notes due 2055 594918BE3 New 2060 Notes 2 $1,456,150,000 $1,456,150,000
4.500% Notes due 2057 594918CB8 New 2060 Notes 3 $1,116,223,000 $1,116,223,000
3.950% Notes due 2056 594918BU7 New 2060 Notes 4 $1,693,876,000 $295,490,000
  1. The aggregate principal amounts of each series that have been validly tendered for exchange and not validly withdrawn, as of the Expiration Time, based on information provided by the exchange agent to Microsoft.

In the Exchange Offers, according to the information provided by D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers, $7,562,270,000 aggregate principal amount of Pool 1 Notes and $4,939,514,000 aggregate principal amount of Pool 2 Notes were validly tendered and not validly withdrawn at or prior to the Expiration Time, as more fully set forth above.

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

Based on the amount of Existing Notes tendered in the Exchange Offers and in accordance with the terms of the Exchange Offers, Microsoft expects to accept, on the Settlement Date, (a) the following Pool 1 Notes validly tendered (and not validly withdrawn): (i) all of the Pool 1 Notes listed in the Pool 1 Table above at Acceptance Priority Levels 1 through 7, (ii) $1,109,433,000 aggregate principal amount of its 3.750% Notes due 2045 (which is less than the amount tendered (and not validly withdrawn) due to minimum denomination requirements of the Exchange Offers) and (iii) $583,533,000 aggregate principal amount of its 4.100% Notes due 2037 with a proration factor for such notes equal to approximately 37.19% of such notes validly tendered (and not validly withdrawn) and (b) the following Pool 2 Notes validly tendered (and not validly withdrawn): (i) all of the Pool 2 Notes listed in the Pool 2 Table at Acceptance Priority Levels 1 through 3 and (ii) $295,490,000 aggregate principal amount of its 3.950% Notes due 2056 with a proration factor for such notes equal to approximately 17.44% of such notes validly tendered (and not validly withdrawn) as set forth above. Microsoft does not expect to accept any of the Pool 1 Notes listed in the Pool 1 Table at Acceptance Priority Level 10.

On the Settlement Date, Microsoft expects to deliver an aggregate principal amount of $6,249,997,000 of New 2050 Notes and an aggregate principal amount of $3,750,000,000 of New 2060 Notes and cash payments, as applicable, pursuant to Microsoft’s prospectus dated May 19, 2020 (the “Prospectus”), filed with the SEC on May 19, 2020, relating to the New Notes.

 About Microsoft

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

Forward-Looking Statements

Statements in this news release are “forward-looking statements” based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors described above as well as:

  • intense competition in all of our markets that may lead to lower revenue or operating margins;
  • increasing focus on cloud-based services presenting execution and competitive risks;
  • significant investments in products and services that may not achieve expected returns;
  • acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;
  • impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
  • cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;
  • disclosure and misuse of personal data that could cause liability and harm to our reputation;
  • the possibility that we may not be able to protect information stored in our products and services from use by others;
  • abuse of our advertising or social platforms that may harm our reputation or user engagement;
  • the development of the internet of things presenting security, privacy, and execution risks;
  • issues about the use of artificial intelligence in our offerings that may result in competitive harm, legal liability, or reputational harm;
  • excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
  • quality or supply problems;
  • the possibility that we may fail to protect our source code;
  • legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property;
  • claims that Microsoft has infringed the intellectual property rights of others;
  • claims against us that may result in adverse outcomes in legal disputes;
  • government litigation and regulatory activity relating to competition rules that may limit how we design and market our products;
  • potential liability under trade protection, anti-corruption, and other laws resulting from our global operations;
  • laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;
  • additional tax liabilities;
  • damage to our reputation or our brands that may harm our business and operating results;
  • exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange;
  • uncertainties relating to our business with government customers;
  • adverse economic or market conditions that may harm our business;
  • catastrophic events or geopolitical conditions, such as the COVID-19 pandemic, that may disrupt our business; and
  • the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q that are incorporated by reference in the Prospectus forming a part of the Registration Statement, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

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Microsoft announces pricing terms for its exchange offers and increases the New 2060 Notes Issue Cap

REDMOND, Wash. — May 14, 2020 — Microsoft Corp. (NASDAQ: MSFT) (“Microsoft”) announced today the pricing terms with respect to its offers to (i) exchange (the “Pool 1 Offer”) the ten series of notes described in the table below (collectively, the “Pool 1 Notes”) for a new series of Microsoft’s 2.525% notes due June 1, 2050 (the “New 2050 Notes”) and a cash payment, as applicable. For each $1,000 principal amount of Pool 1 Notes validly tendered and not validly withdrawn prior to 11:59 p.m., New York City time, on May 28, 2020 (the “Expiration Time”) and accepted by Microsoft, the following table sets forth the yield, the total exchange consideration, the principal amount of the New 2050 Notes and the amount of the cash payment, as applicable:

Pool 1 Table(1)
Title of
Security
CUSIP
Number
Acceptance Priority Level Reference
UST Security(2)
Fixed
Spread
(basis
points)
Yield(3) Early
Exchange
Premium(4)
Total
Exchange
Consideration
(4)(5)
Principal
Amount
of New
Notes(6)
Cash Payment(4)
4.875% Notes due 2043 594918AX2 1 30-year +110 2.375% $30 $1,441.62 $1,000.00 $441.62
5.300% Notes due 2041 594918AM6 2 30-year +105 2.325% $30 $1,486.31 $1,000.00 $486.31
4.450% Notes due 2045 594918BL7 3 30-year +110 2.375% $30 $1,388.59 $1,000.00 $388.59
4.250% Notes due 2047 594918CA0 4 30-year +110 2.375% $30 $1,363.95 $1,000.00 $363.95
5.200% Notes due 2039 594918AD6 5 30-year +95 2.225% $30 $1,458.92 $1,000.00 $458.92
4.500% Notes due 2040 594918AJ3 6 30-year +100 2.275% $30 $1,360.57 $1,000.00 $360.57
3.750% Notes due 2043 594918AU8 7 30-year +110 2.375% $30 $1,237.91 $1,000.00 $237.91
3.750% Notes due 2045 594918BD5 8 30-year +110 2.375% $30 $1,251.94 $1,000.00 $251.94
4.100% Notes due 2037 594918BZ6 9 30-year +87 2.145% $30 $1,266.05 $1,000.00 $266.05
4.200% Notes due 2035 594918BK9 10 30-year +75 2.025% $30 $1,278.89 $1,000.00 $278.89
  1. The figures in this table assume a settlement date of June 1, 2020.
  2. The “30-year Reference UST Security” refers to the 2.375% U.S. Treasury Notes due November 15, 2049.
  3. Reflects the bid-side yield of the 30-year Reference UST Security as of the pricing time of 1.275% plus the applicable Fixed Spread, calculated in accordance with the procedures set forth in the Prospectus.
  4. Per $1,000 principal amount of Pool 1 Notes.
  5. Holders who validly tender Pool 1 Notes after 5:00 p.m., New York City time, on May 13, 2020 (the “Early Exchange Time”) will not be eligible to receive the Early Exchange Premium of $30 principal amount of the New 2050 Notes for each $1,000 principal amount of Pool 1 Notes validly tendered and not withdrawn. For the avoidance of doubt, the $30 per $1,000 Early Exchange Premium is included within the total exchange consideration and is not in addition to the total exchange c
  6. Does not reflect any accrued and unpaid interest. The Company will pay accrued and unpaid interest on the Existing Notes up to, but not including, the settlement date.

and (ii) exchange (the “Pool 2 Offer” and, together with the Pool 1 Offer, the “Exchange Offers”) the four series of notes described in the table below (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Existing Notes”) for a new series of Microsoft 2.675% notes due June 1, 2060 (the “New 2060 Notes” and, together with the New 2050 Notes, the “New Notes”) and a cash payment, as applicable. For each $1,000 principal amount of Pool 2 Notes validly tendered and not validly withdrawn prior to the Expiration Time and accepted by Microsoft, the following table sets forth the yield, the total exchange consideration, the principal amount of the New 2060 Notes and the amount of the cash payment, as applicable:

Pool 2 Table(1)
Title of
Security
CUSIP
Number
Acceptance Priority Level Reference
UST Security(2)
Fixed
Spread
(basis
points)
Yield(3) Early
Exchange
Premium(4)
Total
Exchange
Consideration
(4)(5)
Principal
Amount
of New
Notes(6)
Cash Payment(4)
4.750% Notes due 2055 594918BM5 1 30-year +125 2.525% $30 $1,514.30 $1,138.86 $375.44
4.000% Notes due 2055 594918BE3 2 30-year +125 2.525% $30 $1,336.46 $1,000.00 $336.46
4.500% Notes due 2057 594918CB8 3 30-year +125 2.525% $30 $1,466.62 $1,107.32 $359.30
3.950% Notes due 2056 594918BU7 4 30-year +125 2.525% $30 $1,333.83 $1,000.00 $333.83
  1. The figures in this table reflect any optional adjustments of the total exchange consideration as permitted under the terms and conditions in the Prospectus forming part of the Registration Statement and assume a settlement date of June 1, 2020.
  2. The “30-year Reference UST Security” refers to the 2.375% U.S. Treasury Notes due November 15, 2049.
  3. Reflects the buy-side yield of the 30-year Reference UST Security as of the pricing time of 1.275% plus the applicable Fixed Spread, calculated in accordance with the procedures set forth in the Prospectus.
  4. Per $1,000 principal amount of Pool 2 Notes.
  5. Holders who validly tender Pool 2 Notes after the Early Exchange Time will not be eligible to receive the Early Exchange Premium of $30 principal amount of the New 2060 Notes for each $1,000 principal amount of Pool 2 Notes validly tendered and not withdrawn. For the avoidance of doubt, the $30 per $1,000 Early Exchange Premium is included within the total exchange consideration and is not in addition to the total exchange c
  6. Does not reflect any accrued and unpaid interest. The Company will pay accrued and unpaid interest on the Existing Notes up to, but not including, the settlement date.

The aggregate principal amount of Pool 1 Notes and Pool 2 Notes of each series that are accepted for exchange will be based on the order of acceptance priority for such series, as applicable, as set forth in the tables above, up to $6,250,000,000 aggregate principal amount (the “New 2050 Notes Issue Cap”) and up to $3,750,000,000 aggregate principal amount (the “New 2060 Notes Issue Cap,” increased from $3,000,000,000), respectively. Holders who validly tender the Existing Notes after the Early Exchange Time but on or before the Expiration Time will only be eligible to receive the Exchange Consideration, which equals the Total Exchange Consideration minus the Early Exchange Premium as detailed in the tables above.

As permitted under the terms and conditions in the Registration Statement (as defined below), the Company has elected to increase the Cash Payment Percent of Premium on the 4.750% Notes due 2055 from 70% to 73%, the 4.500% Notes due 2057 from 70% to 77%, and the 3.950% Notes due 2056 from 90% to 100%. These changes are reflected in the Cash Payment amounts shown in the tables above.

In addition to the principal amount of New Notes and applicable cash payment specified in the tables above, holders with Existing Notes that are accepted for exchange will receive a cash payment representing (i) all or a portion of the accrued and unpaid interest to, but not including, the settlement date, and (ii) amounts due in lieu of any fractional amounts of New Notes, in each case, as described in the Prospectus.

A Registration Statement on Form S-4, including a prospectus (the “Prospectus”), which is subject to change, relating to the New Notes has been filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2020 (the “Registration Statement”) but has not yet become effective. The New Notes may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. If and when issued, the New Notes will be registered under the Securities Act of 1933, as amended. This news release does not constitute an offer or a solicitation by Microsoft of an offer to buy, nor shall there be any sale of securities in any state in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Consummation of the Exchange Offers is subject to a number of conditions as set forth in the Prospectus included in the Registration Statement, including, among other things, the Registration Statement of which the Prospectus forms a part having been declared effective by the SEC and remaining effective on the settlement date.

The Exchange Offers are made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Registration Statement after it is declared effective by the SEC, and the information in this news release is qualified by reference to such Prospectus and the Registration Statement. None of Microsoft, the dealer managers, or the information agent and exchange agent makes any recommendations as to whether holders should tender their Existing Notes pursuant to the Exchange Offers. Holders must make their own decisions as to whether to tender Existing Notes and, if so, the principal amount of Existing Notes to tender.

Copies of the Prospectus pursuant to which the Exchange Offers are being made, may be obtained from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers, at 212-269-5552 (to exchange), at 800-431-9645 (for information U.S. Toll-free), at 212-269-5550 (information for brokers), at www.dfking.com/microsoft, or at [email protected].  Questions regarding the terms and conditions of the Exchange Offers should be directed to the following joint lead dealer managers:

  BofA Securities

620 South Tryon Street, 20th Floor

Charlotte, NC 28255

Toll Free: (888) 292-0070

Collect: (980) 387-3907

Attn: Liability Management Group

    Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Toll Free: (866) 627-0391

Collect: (212) 250-2955

Attn: Liability Management Group

In order to participate in any Exchange Offer, holders of the Existing Notes located or resident in Canada are required to complete, sign and submit to the exchange agent a Canadian Eligibility Form, which may be obtained from D.F. King & Co., Inc. contacts above, to confirm they satisfy applicable Canadian eligibility requirements and to provide certain additional information.

Any holder of the Existing Notes located in any Member State of the European Economic Area or in the United Kingdom that is a retain investor will not be able to participate in the Exchange Offers. For these purposes, a retain investor means a person who is one or more of the following: (i) a retail client as defined in point (11) of Article 4(1) of the EU Directive on Markets in Financial Instruments (2014/65/EU) (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article (4)(1) of MiFID II.

About Microsoft

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

Forward-Looking Statements

Statements in this news release are “forward-looking statements” based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors described above as well as:

  • intense competition in all of our markets that may lead to lower revenue or operating margins;
  • increasing focus on cloud-based services presenting execution and competitive risks;
  • significant investments in products and services that may not achieve expected returns;
  • acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;
  • impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
  • cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;
  • disclosure and misuse of personal data that could cause liability and harm to our reputation;
  • the possibility that we may not be able to protect information stored in our products and services from use by others;
  • abuse of our advertising or social platforms that may harm our reputation or user engagement;
  • the development of the internet of things presenting security, privacy, and execution risks;
  • issues about the use of artificial intelligence in our offerings that may result in competitive harm, legal liability, or reputational harm;
  • excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
  • quality or supply problems;
  • the possibility that we may fail to protect our source code;
  • legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property;
  • claims that Microsoft has infringed the intellectual property rights of others;
  • claims against us that may result in adverse outcomes in legal disputes;
  • government litigation and regulatory activity relating to competition rules that may limit how we design and market our products;
  • potential liability under trade protection, anti-corruption, and other laws resulting from our global operations;
  • laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;
  • additional tax liabilities;
  • damage to our reputation or our brands that may harm our business and operating results;
  • exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange;
  • uncertainties relating to our business with government customers;
  • adverse economic or market conditions that may harm our business;
  • catastrophic events or geopolitical conditions, such as the COVID-19 pandemic, that may disrupt our business; and
  • the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q that are incorporated by reference in the Prospectus forming a part of the Registration Statement, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

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Microsoft announces early participation results of exchange offers

REDMOND, Wash. — May 14, 2020 — Microsoft Corp. (NASDAQ: MSFT) (“Microsoft”) announced today the early participation results of its offers to (i) exchange (the “Pool 1 Offer”) the ten series of notes described in the table below (collectively, the “Pool 1 Notes”) for a new series of Microsoft’s notes due June 1, 2050 (the “New 2050 Notes”) and a cash payment, as applicable:

Pool 1 Table
Title of Security CUSIP
Number
Principal Amount
Outstanding
Acceptance Priority
Level
Principal
Amount
Tendered (1)
4.875% Notes due 2043 594918AX2 $500,000,000 1 $316,270,000
5.300% Notes due 2041 594918AM6 $1,000,000,000 2 $224,322,000
4.450% Notes due 2045 594918BL7 $3,000,000,000 3 $1,774,667,000
4.250% Notes due 2047 594918CA0 $3,000,000,000 4 $1,443,710,000
5.200% Notes due 2039 594918AD6 $750,000,000 5 $191,415,000
4.500% Notes due 2040 594918AJ3 $1,000,000,000 6 $427,782,000
3.750% Notes due 2043 594918AU8 $500,000,000 7 $252,918,000
3.750% Notes due 2045 594918BD5 $1,750,000,000 8 $1,106,308,000
4.100% Notes due 2037 594918BZ6 $2,500,000,000 9 $1,568,040,000
4.200% Notes due 2035 594918BK9 $1,000,000,000 10 $324,503,000

 

  1. The aggregate principal amounts of each series that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on May 13, 2020 (the “Early Exchange Time”), based on information provided by the exchange agent to Microsoft.

and (ii) exchange (the “Pool 2 Offer” and, together with the Pool 1 Offer, the “Exchange Offers”) the four series of notes described in table below (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Existing Notes”) for a new series of Microsoft’s notes due June 1, 2060 (the “New 2060 Notes” and, together with the New 2050 Notes, the “New Notes”) and a cash payment, as applicable:

Pool 2 Table
Title of Security CUSIP
Number
Principal Amount
Outstanding
Acceptance Priority
Level
Principal
Amount
Tendered (1)
4.750% Notes due 2055 594918BM5 $1,000,000,000 1 $672,725,000
4.000% Notes due 2055 594918BE3 $2,250,000,000 2 $1,492,344,000
4.500% Notes due 2057 594918CB8 $2,000,000,000 3 $992,305,000
3.950% Notes due 2056 594918BU7 $2,250,000,000 4 $1,696,715,000
  1. The aggregate principal amounts of each series that have been validly tendered for exchange and not validly withdrawn, as of the Early Exchange Time, based on information provided by the exchange agent to Microsoft.

In the Exchange Offers, according to the information provided by D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers, $7,629,935,000 in aggregate principal amount of the Pool 1 Notes and $4,854,089,000 in aggregate principal amount of the Pool 2 Notes were validly tendered and not validly withdrawn at or prior to the Early Exchange Time, as more fully set forth above.

Pricing for the Exchange Offers is expected to occur at 10:00 a.m., New York City time, on May 14, 2020. The Exchange Offers are scheduled to expire at 11:59 p.m., New York City time, on May 28, 2020, unless extended by Microsoft (such date and time, as they may be extended, the “Expiration Time”). The “Settlement Date” will be promptly following the Expiration Time and is expected to be June 1, 2020, which is the second business day following the Expiration Time.

A Registration Statement on Form S-4, including a prospectus (the “Prospectus”), which is subject to change, relating to the New Notes has been filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2020 (the “Registration Statement”) but has not yet become effective. The New Notes may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. If and when issued, the New Notes will be registered under the Securities Act of 1933, as amended. This news release does not constitute an offer or a solicitation by Microsoft of an offer to buy, nor shall there be any sale of securities in any state in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Consummation of the Exchange Offers is subject to a number of conditions as set forth in the Prospectus included in the Registration Statement, including, among other things, the Registration Statement of which the Prospectus forms a part having been declared effective by the SEC and remaining effective on the settlement date. The Exchange Offers are made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Registration Statement after it is declared effective by the SEC, and the information in this news release is qualified by reference to such Prospectus and the Registration Statement. None of Microsoft, the dealer managers, or the information agent and exchange agent makes any recommendations as to whether holders should tender their Existing Notes pursuant to the Exchange Offers. Holders must make their own decisions as to whether to tender Existing Notes and, if so, the principal amount of Existing Notes to tender.

Copies of the Prospectus, pursuant to which the Exchange Offers are being made, may be obtained from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers, at 212-269-5552 (to exchange), at 800-431-9645 (for information U.S. Toll-free), at 212-269-5550 (information for brokers), at www.dfking.com/microsoft, or at [email protected]. Questions regarding the terms and conditions of the Exchange Offers should be directed to the following joint lead dealer managers:

BofA Securities

620 South Tryon Street, 20th Floor

Charlotte, NC 28255

Toll Free: (888) 292-0070

Collect: (980) 387-3907

Attn: Liability Management Group

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Toll Free: (866) 627-0391

Collect: (212) 250-2955

Attn: Liability Management Group

In order to participate in any Exchange Offer, holders of the Existing Notes located or resident in Canada are required to complete, sign and submit to the exchange agent a Canadian Eligibility Form, which may be obtained from D.F. King & Co., Inc. contacts above, to confirm they satisfy applicable Canadian eligibility requirements and to provide certain additional information.

Any holder of the Existing Notes located in any Member State of the European Economic Area or in the United Kingdom that is a retain investor will not be able to participate in the Exchange Offers. For these purposes, a retain investor means a person who is one or more of the following: (i) a retail client as defined in point (11) of Article 4(1) of the EU Directive on Markets in Financial Instruments (2014/65/EU) (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article (4)(1) of MiFID II.

About Microsoft

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

Forward-Looking Statements

Statements in this news release are “forward-looking statements” based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors described above as well as:

  • intense competition in all of our markets that may lead to lower revenue or operating margins;
  • increasing focus on cloud-based services presenting execution and competitive risks;
  • significant investments in products and services that may not achieve expected returns;
  • acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;
  • impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
  • cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;
  • disclosure and misuse of personal data that could cause liability and harm to our reputation;
  • the possibility that we may not be able to protect information stored in our products and services from use by others;
  • abuse of our advertising or social platforms that may harm our reputation or user engagement;
  • the development of the internet of things presenting security, privacy, and execution risks;
  • issues about the use of artificial intelligence in our offerings that may result in competitive harm, legal liability, or reputational harm;
  • excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
  • quality or supply problems;
  • the possibility that we may fail to protect our source code;
  • legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property;
  • claims that Microsoft has infringed the intellectual property rights of others;
  • claims against us that may result in adverse outcomes in legal disputes;
  • government litigation and regulatory activity relating to competition rules that may limit how we design and market our products;
  • potential liability under trade protection, anti-corruption, and other laws resulting from our global operations;
  • laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;
  • additional tax liabilities;
  • damage to our reputation or our brands that may harm our business and operating results;
  • exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange;
  • uncertainties relating to our business with government customers;
  • adverse economic or market conditions that may harm our business;
  • catastrophic events or geopolitical conditions, such as the COVID-19 pandemic, that may disrupt our business; and
  • the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q that are incorporated by reference in the Prospectus forming a part of the Registration Statement, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.