filings.toolsItem 1. Unrealized Losses on Debt Investments
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Item 1. Unrealized Losses on Debt Investments
Unrealized Losses on Debt Investments
Debt investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows:
| Less than 12 Months | 12 Months or Greater | Total Unrealized Losses | ||||||||||||||||||||||
| (In millions) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Total Fair Value | |||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| U.S. government and agency securities | $ | 871 | $ | **(**61 | ) | $ | 42,775 | $ | **(**2,172 | ) | $ | 43,646 | $ | **(**2,233 | ) | |||||||||
| Foreign government bonds | 99 | **(**4 | ) | 127 | **(**13 | ) | 226 | **(**17 | ) | |||||||||||||||
| Mortgage- and asset-backed securities | 277 | **(**6 | ) | 244 | **(**27 | ) | 521 | **(**33 | ) | |||||||||||||||
| Corporate notes and bonds | 1,781 | **(**17 | ) | 4,339 | **(**184 | ) | 6,120 | **(**201 | ) | |||||||||||||||
| Municipal securities | 0 | 0 | 237 | **(**27 | ) | 237 | **(**27 | ) | ||||||||||||||||
| Total | $ | 3,028 | $ | **(**88 | ) | $ | 47,722 | $ | **(**2,423 | ) | $ | 50,750 | $ | **(**2,511 | ) | |||||||||
| Less than 12 Months | 12 Months or Greater | Total Unrealized Losses | ||||||||||||||||||||||
| (In millions) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Total Fair Value | |||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||||||
| U.S. government and agency securities | $ | 529 | $ | (12 | ) | $ | 45,821 | $ | (2,936 | ) | $ | 46,350 | $ | (2,948 | ) | |||||||||
| Foreign government bonds | 79 | (2 | ) | 180 | (14 | ) | 259 | (16 | ) | |||||||||||||||
| Mortgage- and asset-backed securities | 201 | (1 | ) | 409 | (34 | ) | 610 | (35 | ) | |||||||||||||||
| Corporate notes and bonds | 1,310 | (9 | ) | 5,779 | (310 | ) | 7,089 | (319 | ) | |||||||||||||||
| Municipal securities | 38 | (1 | ) | 243 | (29 | ) | 281 | (30 | ) | |||||||||||||||
| Total | $ | 2,157 | $ | (25 | ) | $ | 52,432 | $ | (3,323 | ) | $ | 54,589 | $ | (3,348 | ) | |||||||||
Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. Management does not believe any remaining unrealized losses represent impairments based on our evaluation of available evidence.
Debt Investment Maturities
The following table outlines maturities of our debt investments as of December 31, 2024:
| (In millions) | Adjusted Cost Basis | Estimated Fair Value | ||||||
| December 31, 2024 | ||||||||
| Due in one year or less | $ | 22,927 | $ | 22,788 | ||||
| Due after one year through five years | 33,344 | 31,774 | ||||||
| Due after five years through 10 years | 7,934 | 7,325 | ||||||
| Due after 10 years | 1,408 | 1,294 | ||||||
| Total | $ | 65,613 | $ | 63,181 | ||||
NOTE 5 — DERIVATIVES
We use derivative instruments to manage risks related to foreign currencies, interest rates, equity prices, and credit; to enhance investment returns; and to facilitate portfolio diversification. Our objectives for holding derivatives include reducing, eliminating, and efficiently managing the economic impact of these exposures as effectively as possible. Our derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment.
PART I
Item 1
Foreign Currencies
Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures daily to maximize the economic effectiveness of our foreign currency hedge positions.
Foreign currency risks related to certain Euro-denominated debt are hedged using foreign exchange forward contracts that are designated as cash flow hedging instruments.
Certain options and forwards not designated as hedging instruments are also used to manage the variability in foreign exchange rates on certain balance sheet amounts and to manage other foreign currency exposures.
Interest Rate
Interest rate risks related to certain fixed-rate debt are hedged using interest rate swaps that are designated as fair value hedging instruments to effectively convert the fixed interest rates to floating interest rates.
Securities held in our fixed-income portfolio are subject to different interest rate risks based on their maturities. We manage the average maturity of our fixed-income portfolio to achieve economic returns that correlate to certain broad-based fixed-income indices using option, futures, and swap contracts. These contracts are not designated as hedging instruments and are included in “Other contracts” in the tables below.
Equity
Securities held in our equity investments portfolio are subject to market price risk. At times, we may hold options, futures, and swap contracts. These contracts are not designated as hedging instruments.
Credit
Our fixed-income portfolio is diversified and consists primarily of investment-grade securities. We use credit default swap contracts to manage credit exposures relative to broad-based indices and to facilitate portfolio diversification. These contracts are not designated as hedging instruments and are included in “Other contracts” in the tables below.
Credit-Risk-Related Contingent Features
Certain counterparty agreements for derivative instruments contain provisions that require our issued and outstanding long-term unsecured debt to maintain an investment grade credit rating and require us to maintain minimum liquidity of $1.0 billion. To the extent we fail to meet these requirements, we will be required to post collateral, similar to the standard convention related to over-the-counter derivatives. As of December 31, 2024, our long-term unsecured debt rating was AAA, and cash investments were in excess of $1.0 billion. As a result, no collateral was required to be posted.
The following table presents the notional amounts of our outstanding derivative instruments measured in U.S. dollar equivalents:
| (In millions) | December 31, 2024 | June 30, 2024 | ||||||
| Designated as Hedging Instruments | ||||||||
| Foreign exchange contracts purchased | $ | 1,492 | $ | 1,492 | ||||
| Interest rate contracts purchased | 1,126 | 1,100 | ||||||
| Not Designated as Hedging Instruments | ||||||||
| Foreign exchange contracts purchased | 7,791 | 7,167 | ||||||
| Foreign exchange contracts sold | 30,921 | 31,793 | ||||||
| Equity contracts purchased | 5,198 | 4,016 | ||||||
| Equity contracts sold | 2,170 | 2,165 | ||||||
| Other contracts purchased | 2,636 | 2,113 | ||||||
| Other contracts sold | 1,162 | 811 | ||||||
PART I
Item 1
Fair Values of Derivative Instruments
The following table presents our derivative instruments:
| (In millions) | Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | ||||||||||||
| December 31, 2024 | June 30, 2024 | |||||||||||||||
| Designated as Hedging Instruments | ||||||||||||||||
| Foreign exchange contracts | $ | 9 | $ | **(**88 | ) | $ | 24 | $ | (76 | ) | ||||||
| Interest rate contracts | 17 | 0 | 19 | 0 | ||||||||||||
| Not Designated as Hedging Instruments | ||||||||||||||||
| Foreign exchange contracts | 835 | **(**325 | ) | 213 | (230 | ) | ||||||||||
| Equity contracts | 19 | **(**1,018 | ) | 63 | (491 | ) | ||||||||||
| Other contracts | 4 | **(**21 | ) | 12 | (3 | ) | ||||||||||
| Gross amounts of derivatives | 884 | **(**1,452 | ) | 331 | (800 | ) | ||||||||||
| Gross amounts of derivatives offset in the balance sheets | **(**301 | ) | 303 | (151 | ) | 152 | ||||||||||
| Cash collateral received | 0 | **(**156 | ) | 0 | (104 | ) | ||||||||||
| Net amounts of derivatives | $ | 583 | $ | **(**1,305 | ) | $ | 180 | $ | (752 | ) | ||||||
| Reported as | ||||||||||||||||
| Short-term investments | $ | 4 | $ | 0 | $ | 12 | $ | 0 | ||||||||
| Other current assets | 561 | 0 | 149 | 0 | ||||||||||||
| Other long-term assets | 18 | 0 | 19 | 0 | ||||||||||||
| Other current liabilities | 0 | **(**764 | ) | 0 | (401 | ) | ||||||||||
| Other long-term liabilities | 0 | **(**541 | ) | 0 | (351 | ) | ||||||||||
| Total | $ | 583 | $ | **(**1,305 | ) | $ | 180 | $ | (752 | ) | ||||||
Gross derivative assets and liabilities subject to legally enforceable master netting agreements for which we have elected to offset were $858 million and $1.4 billion, respectively, as of December 31, 2024, and $304 million and $800 million, respectively, as of June 30, 2024.
The following table presents the fair value of our derivatives instruments on a gross basis:
| (In millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| December 31, 2024 | ||||||||||||||||
| Derivative assets | $ | 0 | $ | 878 | $ | 6 | $ | 884 | ||||||||
| Derivative liabilities | 0 | **(**1,427 | ) | **(**25 | ) | **(**1,452 | ) | |||||||||
| June 30, 2024 | ||||||||||||||||
| Derivative assets | 0 | 327 | 4 | 331 | ||||||||||||
| Derivative liabilities | (1 | ) | (799 | ) | 0 | (800 | ) | |||||||||
PART I
Item 1
Gains (losses) on derivative instruments recognized in other income (expense), net were as follows:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Designated as Fair Value Hedging Instruments | ||||||||||||||||
| Interest rate contracts | ||||||||||||||||
| Derivatives | $ | **(**18 | ) | $ | 22 | $ | 2 | $ | 6 | |||||||
| Hedged items | 8 | (34 | ) | **(**24 | ) | (31 | ) | |||||||||
| Designated as Cash Flow Hedging Instruments | ||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||
| Amount reclassified from accumulated other comprehensive loss | **(**106 | ) | 51 | **(**57 | ) | 5 | ||||||||||
| Not Designated as Hedging Instruments | ||||||||||||||||
| Foreign exchange contracts | 1,138 | (334 | ) | 755 | (128 | ) | ||||||||||
| Equity contracts | **(**111 | ) | (287 | ) | **(**459 | ) | (174 | ) | ||||||||
| Other contracts | **(**26 | ) | 36 | **(**2 | ) | 3 | ||||||||||
Gains (losses), net of tax, on derivative instruments recognized in our consolidated comprehensive income statements were as follows:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Designated as Cash Flow Hedging Instruments | ||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||
| Included in effectiveness assessment | $ | **(**50 | ) | $ | 37 | $ | **(**21 | ) | $ | 22 | ||||||
NOTE 6 — INVENTORIES
The components of inventories were as follows:
| (In millions) | ||||||||
| December 31, 2024 | June 30, 2024 | |||||||
| Raw materials | $ | 345 | $ | 394 | ||||
| Work in process | 7 | 7 | ||||||
| Finished goods | 557 | 845 | ||||||
| Total | $ | 909 | $ | 1,246 | ||||
NOTE 7 — BUSINESS COMBINATIONS
Activision Blizzard, Inc.
On October 13, 2023, we completed our acquisition of Activision Blizzard, Inc. (“Activision Blizzard”) for a total purchase price of $75.4 billion, consisting primarily of cash. Activision Blizzard is a leader in game development and an interactive entertainment content publisher. The acquisition will accelerate the growth in our gaming business across mobile, PC, console, and cloud gaming. The financial results of Activision Blizzard have been included in our consolidated financial statements since the date of the acquisition. Activision Blizzard is reported as part of our More Personal Computing segment.
PART I
Item 1
The allocation of the purchase price to the assets acquired and liabilities assumed was completed as of September 30, 2024. The major classes of assets and liabilities to which we have allocated the purchase price were as follows:
| (In millions) | ||||
| Cash and cash equivalents | $ | 12,976 | ||
| Goodwill | 51,001 | |||
| Intangible assets | 21,969 | |||
| Other assets | 2,503 | |||
| Long-term debt | (2,799 | ) | ||
| Long-term income taxes | (1,946 | ) | ||
| Deferred income taxes | (4,676 | ) | ||
| Other liabilities | (3,620 | ) | ||
| Total purchase price | $ | 75,408 | ||
Goodwill was assigned to our More Personal Computing segment. The goodwill was primarily attributed to increased synergies that are expected to be achieved from the integration of Activision Blizzard. Substantially all of the goodwill is expected to be non-deductible for income tax purposes.
Following are the details of the purchase price allocated to the intangible assets acquired:
| (In millions, except average life) | Amount | Weighted Average Life | ||||||
| Marketing-related | $ | 11,619 | 24 years | |||||
| Technology-based | 9,689 | 4 years | ||||||
| Customer-related | 661 | 4 years | ||||||
| Fair value of intangible assets acquired | $ | 21,969 | 15 years | |||||
Following are the supplemental consolidated financial results of Microsoft Corporation on an unaudited pro forma basis, as if the acquisition had been consummated on July 1, 2022:
| (In millions, except per share amounts) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||
| 2023 | 2023 | |||||||
| Revenue | $ | 62,297 | $ | 120,857 | ||||
| Net income | 22,025 | 44,334 | ||||||
| Diluted earnings per share | 2.95 | 5.94 | ||||||
These pro forma results were based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had we been a combined company during the periods presented and are not necessarily indicative of our consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting, primarily amortization of intangible assets. Acquisition costs and other nonrecurring charges were immaterial and are included in the earliest period presented.
NOTE 8 — GOODWILL
Changes in the carrying amount of goodwill were as follows:
| (In millions) | June 30, 2024 | Acquisitions | Other | December 31, 2024 | ||||||||||||
| Productivity and Business Processes | $ | 31,361 | $ | 0 | $ | **(**29 | ) | $ | 31,332 | |||||||
| Intelligent Cloud | 25,648 | 0 | **(**1 | ) | 25,647 | |||||||||||
| More Personal Computing | 62,211 | 0 | 1 | 62,212 | ||||||||||||
| Total | $ | 119,220 | $ | 0 | $ | **(**29 | ) | $ | 119,191 | |||||||
We have recast certain prior period amounts to conform to the way we internally manage and monitor our business. Refer to Note 1 – Accounting Policies for further information.
PART I
Item 1
The measurement periods for the valuation of assets acquired and liabilities assumed end as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available, but do not exceed 12 months. Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.
Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the table above. Also included in “Other” are business dispositions and transfers between segments due to reorganizations, as applicable.
As discussed in Note 1 – Accounting Policies, during the first quarter of fiscal year 2025 we made changes to our segments. These segment changes also resulted in changes to our reporting units. We reallocated goodwill across impacted reporting units using a relative fair value approach. In addition, we completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the reallocation and determined that no impairment existed.
NOTE 9 — INTANGIBLE ASSETS
The components of intangible assets, all of which are finite-lived, were as follows:
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| December 31, 2024 | June 30, 2024 | |||||||||||||||||||||||
| Marketing-related | $ | 16,489 | $ | **(**3,499 | ) | $ | 12,990 | $ | 16,500 | $ | (3,101 | ) | $ | 13,399 | ||||||||||
| Technology-based | 22,481 | **(**12,785 | ) | 9,696 | 21,913 | (10,741 | ) | 11,172 | ||||||||||||||||
| Customer-related | 6,030 | **(**3,444 | ) | 2,586 | 6,038 | (3,051 | ) | 2,987 | ||||||||||||||||
| Contract-based | 135 | **(**22 | ) | 113 | 58 | (19 | ) | 39 | ||||||||||||||||
| Total | $ | 45,135 | $ | **(**19,750 | ) | $ | 25,385 | $ | 44,509 | $ | (16,912 | ) | $ | 27,597 | ||||||||||
Intangible assets amortization expense was $1.5 billion and $3.0 billion for the three and six months ended December 31, 2024, respectively, and $1.3 billion and $2.0 billion for the three and six months ended December 31, 2023, respectively.
The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2024:
| (In millions) | ||||
| Year Ending June 30, | ||||
| 2025 (excluding the six months ended December 31, 2024) | $ | 3,075 | ||
| 2026 | 4,576 | |||
| 2027 | 2,850 | |||
| 2028 | 1,986 | |||
| 2029 | 1,804 | |||
| Thereafter | 11,094 | |||
| Total | $ | 25,385 | ||
PART I
Item 1
NOTE 10 — DEBT
Short-term Debt
As of December 31, 2024, we had no commercial paper issued or outstanding. As of June 30, 2024, we had $6.7 billion of commercial paper issued and outstanding, with a weighted average interest rate of 5.4% and maturities ranging from 28 days to 152 days. The estimated fair value of this commercial paper approximates its carrying value.
Long-term Debt
The components of long-term debt were as follows:
| (In millions, issuance by calendar year) | Maturities (calendar year) | Stated Interest Rate | Effective Interest Rate | December 31, 2024 | June 30, 2024 | |||||||||||||||||||
| 2009 issuance of $3.8 billion | 2039 | 5.20**%** | 5.24**%** | $ | 520 | $ | 520 | |||||||||||||||||
| 2010 issuance of $4.8 billion | 2040 | 4.50**%** | 4.57**%** | 486 | 486 | |||||||||||||||||||
| 2011 issuance of $2.3 billion | 2041 | 5.30**%** | 5.36**%** | 718 | 718 | |||||||||||||||||||
| 2012 issuance of $2.3 billion | 2042 | 3.50**%** | 3.57**%** | 454 | 454 | |||||||||||||||||||
| 2013 issuance of $5.2 billion | 2043 | 3.75**%** | – | 4.88**%** | 3.83**%** | – | 4.92**%** | 314 | 314 | |||||||||||||||
| 2013 issuance of €4.1 billion | 2028 | – | 2033 | 2.63**%** | – | 3.13**%** | 2.69**%** | – | 3.22**%** | 2,382 | 2,465 | |||||||||||||
| 2015 issuance of $23.8 billion | 2025 | – | 2055 | 2.70**%** | – | 4.75**%** | 2.77**%** | – | 4.78**%** | 9,805 | 9,805 | |||||||||||||
| 2016 issuance of $19.8 billion | 2026 | – | 2056 | 2.40**%** | – | 3.95**%** | 2.46**%** | – | 4.03**%** | 7,930 | 7,930 | |||||||||||||
| 2017 issuance of $17.1 billion | 2026 | – | 2057 | 3.30**%** | – | 4.50**%** | 3.38**%** | – | 5.49**%** | 6,833 | 6,833 | |||||||||||||
| 2020 issuance of $10.1 billion | 2030 | – | 2060 | 1.35**%** | – | 2.68**%** | 2.53**%** | – | 5.43**%** | 10,111 | 10,111 | |||||||||||||
| 2021 issuance of $8.2 billion | 2052 | – | 2062 | 2.92**%** | – | 3.04**%** | 2.92**%** | – | 3.04**%** | 8,185 | 8,185 | |||||||||||||
| 2023 issuance of $0.1 billion | 2026 | – | 2050 | 1.35**%** | – | 4.50**%** | 5.16**%** | – | 5.49**%** | 56 | 56 | |||||||||||||
| 2024 issuance of $3.3 billion | 2026 | – | 2050 | 1.35**%** | – | 4.50**%** | 5.16**%** | – | 5.49**%** | 3,344 | 3,344 | |||||||||||||
| Total face value | 51,138 | 51,221 | ||||||||||||||||||||||
| Unamortized discount and issuance costs | **(**1,191 | ) | (1,227 | ) | ||||||||||||||||||||
| Hedge fair value adjustments (a) | **(**57 | ) | (81 | ) | ||||||||||||||||||||
| Premium on debt exchange | **(**4,920 | ) | (4,976 | ) | ||||||||||||||||||||
| Total debt | 44,970 | 44,937 | ||||||||||||||||||||||
| Current portion of long-term debt | **(**5,248 | ) | (2,249 | ) | ||||||||||||||||||||
| Long-term debt | $ | 39,722 | $ | 42,688 | ||||||||||||||||||||
(a)
Refer to Note 5 – Derivatives for further information on the interest rate swaps related to fixed-rate debt.
As of December 31, 2024 and June 30, 2024, the estimated fair value of long-term debt, including the current portion, was $42.0 billion and $42.3 billion, respectively. The estimated fair values are based on Level 2 inputs.
Debt in the table above is comprised of senior unsecured obligations and ranks equally with our other outstanding obligations. Interest is paid semi-annually, except for the Euro-denominated debt, which is paid annually.
The following table outlines maturities of our long-term debt, including the current portion, as of December 31, 2024:
| (In millions) | ||||
| Year Ending June 30, | ||||
| 2025 (excluding the six months ended December 31, 2024) | $ | 2,250 | ||
| 2026 | 3,000 | |||
| 2027 | 9,250 | |||
| 2028 | 0 | |||
| 2029 | 1,812 | |||
| Thereafter | 34,826 | |||
| Total | $ | 51,138 | ||
PART I
Item 1
NOTE 11 — INCOME TAXES
Effective Tax Rate
Our effective tax rate was 18% for both the three months ended December 31, 2024 and 2023, and 18% for both the six months ended December 31, 2024 and 2023. Our effective tax rate for the three and six months ended December 31, 2024 was primarily impacted by tax benefits from tax law changes in the prior fiscal year, including the delay of the effective date of final foreign tax credit regulations, and changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.
Our effective tax rate was lower than the U.S. federal statutory rate for the three and six months ended December 31, 2024, primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland.
Uncertain Tax Positions
As of December 31, 2024 and June 30, 2024, unrecognized tax benefits and other income tax liabilities were $25.8 billion and $24.9 billion, respectively, and are included in long-term income taxes in our consolidated balance sheets.
We remain under audit by the IRS for tax years 2014 to 2017. With respect to the audit for tax years 2004 to 2013, on September 26, 2023, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. As of December 31, 2024, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings. We do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our income tax contingencies for these issues within the next 12 months.
We are subject to income tax in many jurisdictions outside the U.S. Our operations in certain jurisdictions remain subject to examination for tax years 1996 to 2024, some of which are currently under audit by local tax authorities. The resolution of each of these audits is not expected to be material to our consolidated financial statements.
NOTE 12 — UNEARNED REVENUE
Unearned revenue by segment was as follows:
| (In millions) | ||||||||
| December 31, 2024 | June 30, 2024 | |||||||
| Productivity and Business Processes | $ | 33,582 | $ | 43,599 | ||||
| Intelligent Cloud | 10,979 | 13,683 | ||||||
| More Personal Computing | 3,484 | 2,902 | ||||||
| Total | $ | 48,045 | $ | 60,184 | ||||
We have recast certain prior period amounts to conform to the way we internally manage and monitor our business. Refer to Note 1 – Accounting Policies for further information.
Changes in unearned revenue were as follows:
| (In millions) | ||||
| Six Months Ended December 31, 2024 | ||||
| Balance, beginning of period | $ | 60,184 | ||
| Deferral of revenue | 74,211 | |||
| Recognition of unearned revenue | **(**86,350 | ) | ||
| Balance, end of period | $ | 48,045 | ||
PART I
Item 1
Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $304 billion as of December 31, 2024, of which $298 billion is related to the commercial portion of revenue. We expect to recognize approximately 40% of our total company remaining performance obligation revenue over the next 12 months and the remainder thereafter.
NOTE 13 — LEASES
We have operating and finance leases for datacenters, corporate offices, research and development facilities, Microsoft Experience Centers, and certain equipment. Our leases have remaining lease terms of less than 1 year to 20 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year.
The components of lease expense were as follows:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating lease cost | $ | 1,293 | $ | 817 | $ | 2,453 | $ | 1,591 | ||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of right-of-use assets | $ | 830 | $ | 408 | $ | 1,524 | $ | 788 | ||||||||
| Interest on lease liabilities | 337 | 168 | 611 | 317 | ||||||||||||
| Total finance lease cost | $ | 1,167 | $ | 576 | $ | 2,135 | $ | 1,105 | ||||||||
Supplemental cash flow information related to leases was as follows:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
| Operating cash flows from operating leases | $ | 962 | $ | 803 | $ | 2,169 | $ | 1,597 | ||||||||
| Operating cash flows from finance leases | 319 | 168 | 594 | 317 | ||||||||||||
| Financing cash flows from finance leases | 480 | 288 | 1,282 | 573 | ||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||||||||||
| Operating leases | 3,098 | 847 | 4,991 | 2,651 | ||||||||||||
| Finance leases | 6,435 | 1,796 | 10,767 | 3,500 | ||||||||||||
PART I
Item 1
Supplemental balance sheet information related to leases was as follows:
| (In millions, except lease term and discount rate) | ||||||||
| December 31, 2024 | June 30, 2024 | |||||||
| Operating Leases | ||||||||
| Operating lease right-of-use assets | $ | 22,816 | $ | 18,961 | ||||
| Other current liabilities | $ | 4,608 | $ | 3,580 | ||||
| Operating lease liabilities | 17,254 | 15,497 | ||||||
| Total operating lease liabilities | $ | 21,862 | $ | 19,077 | ||||
| Finance Leases | ||||||||
| Property and equipment, at cost | $ | 42,539 | $ | 32,248 | ||||
| Accumulated depreciation | **(**7,650 | ) | (6,386 | ) | ||||
| Property and equipment, net | $ | 34,889 | $ | 25,862 | ||||
| Other current liabilities | $ | 2,673 | $ | 2,349 | ||||
| Other long-term liabilities | 33,404 | 24,796 | ||||||
| Total finance lease liabilities | $ | 36,077 | $ | 27,145 | ||||
| Weighted Average Remaining Lease Term | ||||||||
| Operating leases | 7 years | 7 years | ||||||
| Finance leases | 12 years | 12 years | ||||||
| Weighted Average Discount Rate | ||||||||
| Operating leases | 3.4**%** | 3.3% | ||||||
| Finance leases | 4.0**%** | 3.9% | ||||||
The following table outlines maturities of our lease liabilities as of December 31, 2024:
| (In millions) | ||||||||
| Year Ending June 30, | Operating Leases | Finance Leases | ||||||
| 2025 (excluding the six months ended December 31, 2024) | $ | 2,726 | $ | 1,979 | ||||
| 2026 | 4,920 | 4,149 | ||||||
| 2027 | 4,063 | 4,180 | ||||||
| 2028 | 3,025 | 4,175 | ||||||
| 2029 | 2,203 | 3,528 | ||||||
| Thereafter | 7,433 | 28,350 | ||||||
| Total lease payments | 24,370 | 46,361 | ||||||
| Less imputed interest | **(**2,508 | ) | **(**10,284 | ) | ||||
| Total | $ | 21,862 | $ | 36,077 | ||||
As of December 31, 2024, we had additional operating and finance leases, primarily for datacenters, that had not yet commenced of $6.0 billion and $99.4 billion, respectively. These operating and finance leases will commence between fiscal year 2025 and fiscal year 2030 with lease terms of 1 year to 25 years.
PART I
Item 1
NOTE 14 — CONTINGENCIES
U.S. Cell Phone Litigation
Microsoft Mobile Oy, a subsidiary of Microsoft, along with other handset manufacturers and network operators, is a defendant in 45 lawsuits filed in the Superior Court for the District of Columbia by individual plaintiffs who allege that radio emissions from cellular handsets caused their brain tumors and other adverse health effects. We assumed responsibility for these claims in our agreement to acquire Nokia’s Devices and Services business and have been substituted for the Nokia defendants. Twelve of these cases were consolidated for certain pre-trial proceedings; the remaining cases are stayed. In a separate 2009 decision, the Court of Appeals for the District of Columbia held that adverse health effect claims arising from the use of cellular handsets that operate within the U.S. Federal Communications Commission radio frequency emission guidelines (“FCC Guidelines”) are pre-empted by federal law. The plaintiffs allege that their handsets either operated outside the FCC Guidelines or were manufactured before the FCC Guidelines went into effect. The lawsuits also allege an industry-wide conspiracy to manipulate the science and testing around emission guidelines.
In 2013, the defendants in the consolidated cases moved to exclude the plaintiffs’ expert evidence of general causation on the basis of flawed scientific methodologies. In 2014, the trial court granted in part and denied in part the defendants’ motion to exclude the plaintiffs’ general causation experts. The defendants filed an interlocutory appeal to the District of Columbia Court of Appeals challenging the standard for evaluating expert scientific evidence. In October 2016, the Court of Appeals issued its decision adopting the standard advocated by the defendants and remanding the cases to the trial court for further proceedings under that standard. The plaintiffs have filed supplemental expert evidence, portions of which were stricken by the court. A hearing on general causation took place in September of 2022. In April of 2023, the court granted defendants’ motion to strike the testimony of plaintiffs’ experts that cell phones cause brain cancer and entered an order excluding all of plaintiffs’ experts from testifying. The parties agreed to a stipulated dismissal of the consolidated cases to allow plaintiffs to appeal the expert testimony order. Plaintiffs appealed the court’s order in August of 2023, and the appeal was argued in January of 2025. A hearing on the status of the stayed cases occurred in December of 2023. In July 2024, the court entered summary judgment in nine of the stayed cases on the grounds that plaintiffs had agreed to be bound by the general causation outcome in the consolidated cases.
Irish Data Protection Commission Matter
In 2018, the Irish Data Protection Commission (“IDPC”) began investigating a complaint against LinkedIn as to whether LinkedIn’s targeted advertising practices violated the recently implemented European Union General Data Protection Regulation (“GDPR”). Microsoft cooperated throughout the period of inquiry. In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts.
Other Contingencies
We also are subject to a variety of other claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact in our consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
As of December 31, 2024, we accrued aggregate legal liabilities of $510 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $800 million in aggregate beyond recorded amounts are reasonably possible. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact in our consolidated financial statements for the period in which the effects become reasonably estimable.
PART I
Item 1
NOTE 15 — STOCKHOLDERS’ EQUITY
Share Repurchases
On September 14, 2021, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in November 2021, has no expiration date, and may be terminated at any time. As of December 31, 2024, $4.0 billion remained of this $60.0 billion share repurchase program.
On September 16, 2024, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program will commence following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time.
We repurchased the following shares of common stock under the share repurchase program:
| (In millions) | Shares | Amount | Shares | Amount | ||||||||||||
| Fiscal Year | 2025 | 2024 | ||||||||||||||
| First Quarter | 7 | $ | 2,800 | 11 | $ | 3,560 | ||||||||||
| Second Quarter | 8 | 3,500 | 7 | 2,800 | ||||||||||||
| Total | 15 | $ | 6,300 | 18 | $ | 6,360 | ||||||||||
All repurchases were made using cash resources. All shares repurchased were under the share repurchase program approved on September 14, 2021. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards of $1.5 billion and $2.8 billion for the three and six months ended December 31, 2024, respectively, and $1.2 billion and $2.5 billion for the three and six months ended December 31, 2023, respectively.
Dividends
Our Board of Directors declared the following dividends:
| Declaration Date | Record Date | Payment Date | Dividend Per Share | Amount | ||||||||||||
| Fiscal Year 2025 | (In millions) | |||||||||||||||
| September 16, 2024 | November 21, 2024 | December 12, 2024 | $ | 0.83 | $ | 6,170 | ||||||||||
| December 3, 2024 | February 20, 2025 | March 13, 2025 | 0.83 | 6,171 | ||||||||||||
| Total | $ | 1.66 | $ | 12,341 | ||||||||||||
| Fiscal Year 2024 | ||||||||||||||||
| September 19, 2023 | November 16, 2023 | December 14, 2023 | $ | 0.75 | $ | 5,574 | ||||||||||
| November 28, 2023 | February 15, 2024 | March 14, 2024 | 0.75 | 5,573 | ||||||||||||
| Total | $ | 1.50 | $ | 11,147 | ||||||||||||
The dividend declared on December 3, 2024 was included in other current liabilities as of December 31, 2024.
PART I
Item 1
NOTE 16 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in accumulated other comprehensive income (loss) by component:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Derivatives | ||||||||||||||||
| Balance, beginning of period | $ | **(**13 | ) | $ | (6 | ) | $ | **(**3 | ) | $ | (27 | ) | ||||
| Unrealized gains (losses), net of tax of $(13), $10, $(6), and $6 | **(**50 | ) | 37 | **(**21 | ) | 22 | ||||||||||
| Reclassification adjustments for (gains) losses included in other income (expense), net | 106 | (51 | ) | 57 | (5 | ) | ||||||||||
| Tax expense (benefit) included in provision for income taxes | **(**22 | ) | 11 | **(**12 | ) | 1 | ||||||||||
| Amounts reclassified from accumulated other comprehensive loss | 84 | (40 | ) | 45 | (4 | ) | ||||||||||
| Net change related to derivatives, net of tax of **$**9, $(1), **$**6, and $5 | 34 | (3 | ) | 24 | 18 | |||||||||||
| Balance, end of period | $ | 21 | $ | (9 | ) | $ | 21 | $ | (9 | ) | ||||||
| Investments | ||||||||||||||||
| Balance, beginning of period | $ | **(**1,511 | ) | $ | (3,842 | ) | $ | **(**2,625 | ) | $ | (3,582 | ) | ||||
| Unrealized gains (losses), net of tax of $(121), $352, **$**176, and $277 | **(**453 | ) | 1,325 | 665 | 1,042 | |||||||||||
| Reclassification adjustments for losses included in other income (expense), net | 24 | 7 | 19 | 36 | ||||||||||||
| Tax benefit included in provision for income taxes | **(**5 | ) | (1 | ) | **(**4 | ) | (7 | ) | ||||||||
| Amounts reclassified from accumulated other comprehensive loss | 19 | 6 | 15 | 29 | ||||||||||||
| Net change related to investments, net of tax of $(116), $353, **$**180, and $284 | **(**434 | ) | 1,331 | 680 | 1,071 | |||||||||||
| Balance, end of period | $ | **(**1,945 | ) | $ | (2,511 | ) | $ | **(**1,945 | ) | $ | (2,511 | ) | ||||
| Translation Adjustments and Other | ||||||||||||||||
| Balance, beginning of period | $ | **(**2,658 | ) | $ | (3,089 | ) | $ | **(**2,962 | ) | $ | (2,734 | ) | ||||
| Translation adjustments and other, net of tax of **$**0, $0, **$**0, and $0 | **(**1,034 | ) | 660 | **(**730 | ) | 305 | ||||||||||
| Balance, end of period | $ | **(**3,692 | ) | $ | (2,429 | ) | $ | **(**3,692 | ) | $ | (2,429 | ) | ||||
| Accumulated other comprehensive loss, end of period | $ | **(**5,616 | ) | $ | (4,949 | ) | $ | **(**5,616 | ) | $ | (4,949 | ) | ||||
NOTE 17 — SEGMENT INFORMATION AND GEOGRAPHIC DATA
In its operation of the business, management, including our chief operating decision maker, who is also our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis not consistent with GAAP. During the periods presented, we reported our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.
We have recast certain prior period amounts to conform to the way we internally manage and monitor our business. Refer to Note 1 – Accounting Policies for further information.
PART I
Item 1
Our reportable segments are described below.
Productivity and Business Processes
Our Productivity and Business Processes segment consists of products and services in our portfolio of productivity, communication, and information services, spanning a variety of devices and platforms. This segment primarily comprises:
Microsoft 365 Commercial products and cloud services, including Microsoft 365 Commercial cloud, comprising Microsoft 365 Commercial, Enterprise Mobility + Security, the cloud portion of Windows Commercial, the per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, Microsoft 365 Security and Compliance, Microsoft Viva, and Microsoft 365 Copilot; and Microsoft 365 Commercial products, comprising Windows Commercial on-premises and Office licensed on-premises.
Microsoft 365 Consumer products and cloud services, including Microsoft 365 Consumer subscriptions, Office licensed on-premises, and other consumer services.
LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions.
Dynamics products and cloud services, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate; and on-premises ERP and CRM applications.
Intelligent Cloud
Our Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that can power modern business and developers. This segment primarily comprises:
Server products and cloud services, including Azure and other cloud services, comprising cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services; and Server products, comprising SQL Server, Windows Server, Visual Studio, System Center, related Client Access Licenses (“CALs”), and other on-premises offerings.
Enterprise and partner services, including Enterprise Support Services, Industry Solutions, Nuance professional services, Microsoft Partner Network, and Learning Experience.
More Personal Computing
Our More Personal Computing segment consists of products and services that put customers at the center of the experience with our technology. This segment primarily comprises:
Windows and Devices, including Windows, comprising Windows OEM licensing (Windows Pro and non-Pro licenses sold through the OEM channel), Windows Internet of Things, and patent licensing; and Devices, comprising Surface, HoloLens, and PC accessories.
Gaming, including Xbox hardware and Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, third-party disc royalties, and other cloud services.
Search and news advertising, comprising Bing (including Copilot), Microsoft News, Microsoft Edge, and third-party affiliates.
Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from certain contracts is allocated among the segments based on the relative value of the underlying products and services, which can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit margin. Cost of revenue is allocated in certain cases based on a relative revenue methodology. Operating expenses that are allocated primarily include those relating to marketing of products and services from which multiple segments benefit and are generally allocated based on relative gross margin.
PART I
Item 1
In addition, certain costs are incurred at a corporate level and allocated to our segments. These allocated costs generally include legal, including settlements and fines, information technology, human resources, finance, excise taxes, field selling, shared facilities services, customer service and support, and severance incurred as part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount.
Segment revenue and operating income were as follows during the periods presented:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| Productivity and Business Processes | $ | 29,437 | $ | 25,854 | $ | 57,754 | $ | 51,080 | ||||||||
| Intelligent Cloud | 25,544 | 21,525 | 49,636 | 41,538 | ||||||||||||
| More Personal Computing | 14,651 | 14,641 | 27,827 | 25,919 | ||||||||||||
| Total | $ | 69,632 | $ | 62,020 | $ | 135,217 | $ | 118,537 | ||||||||
| Operating Income | ||||||||||||||||
| Productivity and Business Processes | $ | 16,885 | $ | 14,515 | $ | 33,401 | $ | 28,812 | ||||||||
| Intelligent Cloud | 10,851 | 9,555 | 21,354 | 18,463 | ||||||||||||
| More Personal Computing | 3,917 | 2,962 | 7,450 | 6,652 | ||||||||||||
| Total | $ | 31,653 | $ | 27,032 | $ | 62,205 | $ | 53,927 | ||||||||
No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three or six months ended December 31, 2024 or 2023. Revenue, classified by the major geographic areas in which our customers were located, was as follows:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| United States (a) | $ | 35,537 | $ | 32,295 | $ | 69,450 | $ | 61,107 | ||||||||
| Other countries | 34,095 | 29,725 | 65,767 | 57,430 | ||||||||||||
| Total | $ | 69,632 | $ | 62,020 | $ | 135,217 | $ | 118,537 | ||||||||
(a)
Includes billings to OEMs and certain multinational organizations because of the nature of these businesses and the impracticability of determining the geographic source of the revenue.
PART I
Item 1
Revenue, classified by significant product and service offerings, was as follows:
| (In millions) | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Server products and cloud services | $ | 23,641 | $ | 19,597 | $ | 45,796 | $ | 37,659 | ||||||||
| Microsoft 365 Commercial products and cloud services | 21,117 | 18,321 | 41,566 | 36,365 | ||||||||||||
| Gaming | 6,581 | 7,111 | 12,202 | 11,030 | ||||||||||||
| 4,587 | 4,195 | 8,879 | 8,108 | |||||||||||||
| Windows and Devices | 4,512 | 4,363 | 8,841 | 8,703 | ||||||||||||
| Search and news advertising | 3,558 | 3,168 | 6,783 | 6,186 | ||||||||||||
| Enterprise and partner services | 1,892 | 1,917 | 3,820 | 3,861 | ||||||||||||
| Dynamics products and cloud services | 1,913 | 1,659 | 3,762 | 3,285 | ||||||||||||
| Microsoft 365 Consumer products and cloud services | 1,821 | 1,679 | 3,548 | 3,322 | ||||||||||||
| Other | 10 | 10 | 20 | 18 | ||||||||||||
| Total | $ | 69,632 | $ | 62,020 | $ | 135,217 | $ | 118,537 | ||||||||
Our Microsoft Cloud revenue, which includes Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365, was $40.9 billion and $79.8 billion for the three and six months ended December 31, 2024, respectively, and $33.7 billion and $65.6 billion for the three and six months ended December 31, 2023, respectively. These amounts are included in Microsoft 365 Commercial products and cloud services, Server products and cloud services, LinkedIn, and Dynamics products and cloud services in the table above.
Assets are not allocated to segments for internal reporting presentations. A portion of amortization and depreciation is included with various other costs in an overhead allocation to each segment. It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss.
PART I
Item 1
REPORT OF INDEPENDENT REGIST****ERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Microsoft Corporation
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated balance sheet of Microsoft Corporation and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for the three-month and six-month periods ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of June 30, 2024, and the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for the year then ended (not presented herein); and in our report dated July 30, 2024 (December 3, 2024 as to the effects of the retrospective adjustments in Notes 1, 8, 9, 13, and 19), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 30, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/S/ DELOITTE & TOUCHE LLP
Seattle, Washington
January 29, 2025
PART I
Item 2
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Note About Forward-Looking Statements
This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the following sections: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” (Part II, Item 1A of this Form 10-Q). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” (Part I, Item 3 of this Form 10-Q), and “Risk Factors”. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Microsoft Corporation. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended June 30, 2024, our Form 8-K filed on December 3, 2024, and our consolidated financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).
OVERVIEW
Microsoft is a technology company committed to making digital technology and artificial intelligence (“AI”) available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more. We create platforms and tools, powered by AI, that deliver innovative solutions that meet the evolving needs of our customers.
We generate revenue by offering a wide range of cloud-based solutions, content, and other services to people and businesses; licensing and supporting an array of software products; delivering relevant online advertising to a global audience; and designing and selling devices. Our most significant expenses are related to compensating employees; supporting and investing in our cloud-based services, including datacenter operations; designing, manufacturing, marketing, and selling our other products and services; and income taxes.
Highlights from the second quarter of fiscal year 2025 compared with the second quarter of fiscal year 2024 included:
Microsoft Cloud revenue increased 21% to $40.9 billion.
Microsoft 365 Commercial products and cloud services revenue increased 15% driven by Microsoft 365 Commercial cloud revenue growth of 16%.
Microsoft 365 Consumer products and cloud services revenue increased 8% driven by Microsoft 365 Consumer cloud revenue growth of 8%.
LinkedIn revenue increased 9%.
Dynamics products and cloud services revenue increased 15% driven by Dynamics 365 revenue growth of 19%.
Server products and cloud services revenue increased 21% driven by Azure and other cloud services revenue growth of 31%.
Windows OEM and Devices revenue increased 4%.
Xbox content and services revenue increased 2%.
Search and news advertising revenue excluding traffic acquisition costs increased 21%.
PART I
Item 2
Industry Trends
Our industry is dynamic and highly competitive, with frequent changes in both technologies and business models. Each industry shift is an opportunity to conceive new products, new technologies, or new ideas that can further transform the industry and our business. At Microsoft, we push the boundaries of what is possible through a broad range of research and development activities that seek to identify and address the changing demands of customers and users, industry trends, and competitive forces.
Economic Conditions, Challenges, and Risks
The markets for software, devices, and cloud-based services are dynamic and highly competitive. Our competitors are developing new software and devices, while also deploying competing cloud-based services for consumers and businesses. The devices and form factors customers prefer evolve rapidly, influencing how users access services in the cloud and, in some cases, the user’s choice of which suite of cloud-based services to use. Aggregate demand for our software, services, and devices is also correlated to global macroeconomic and geopolitical factors, which remain dynamic. We must continue to evolve and adapt over an extended time in pace with this changing environment.
The investments we are making in cloud and AI infrastructure and devices will continue to increase our operating costs and may decrease our operating margins. We continue to identify and evaluate opportunities to expand our datacenter locations and increase our server capacity to meet the evolving needs of our customers, particularly given the growing demand for AI services. Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (“GPUs”) and other components. Our devices are primarily manufactured by third-party contract manufacturers. For the majority of our products, we have the ability to use other manufacturers if a current vendor becomes unavailable or unable to meet our requirements. However, some of our products contain certain components for which there are very few qualified suppliers. Extended disruptions at these suppliers could impact our ability to manufacture devices on time to meet consumer demand.
Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one’s career across many different products and businesses, and competitive compensation and benefits.
Our international operations provide a significant portion of our total revenue and expenses. Many of these revenue and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Fluctuations in the U.S. dollar relative to certain foreign currencies did not have a material impact on reported revenue and expenses from our international operations for the three and six months ended December 31, 2024.
Refer to Risk Factors (Part II, Item 1A of this Form 10-Q) for a discussion of these factors and other risks.
Seasonality
Our revenue fluctuates quarterly and is generally higher in the fourth quarter of our fiscal year. Fourth quarter revenue is driven by a higher volume of multi-year contracts executed during the period.
Reportable Segments
We report our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. The segment amounts included in MD&A are presented on a basis consistent with our internal management reporting.
In August 2024, we announced changes to the composition of our segments. These changes align our segments with how we currently manage our business, most notably bringing the commercial components of Microsoft 365 together in the Productivity and Business Processes segment. Beginning in fiscal year 2025, the information that our chief operating decision maker is regularly provided and reviews for purposes of allocating resources and assessing performance reflects these segment changes. Prior period segment information has been recast to conform to the way we internally manage and monitor our business during fiscal year 2025.
Additional information on our reportable segments is contained in Note 17 – Segment Information and Geographic Data of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).
PART I
Item 2
Metrics
We use metrics in assessing the performance of our business and to make informed decisions regarding the allocation of resources. We disclose metrics to enable investors to evaluate progress against our ambitions, provide transparency into performance trends, and reflect the continued evolution of our products and services. Our commercial and other business metrics are fundamentally connected based on how customers use our products and services. The metrics are disclosed in the MD&A or the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q). Financial metrics are calculated based on financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and growth comparisons relate to the corresponding period of last fiscal year.
In the first quarter of fiscal year 2025, we made updates to our metrics in connection with the segment changes described above. These changes align our metrics with how we manage and monitor certain businesses. The key change was bringing the commercial components of Microsoft 365 together and creating a new Microsoft 365 Commercial cloud revenue growth metric. Other changes include combining Windows OEM and Devices into a single revenue growth metric that brings revenue from PC market-driven businesses together, as well as elevating our cloud revenue growth metrics to align to our strategic focus on cloud growth.
Commercial
Our commercial business primarily consists of Server products and cloud services, Microsoft 365 Commercial products and cloud services, the commercial portion of LinkedIn, Enterprise and partner services, and Dynamics products and cloud services. Our commercial metrics allow management and investors to assess the overall health of our commercial business and include leading indicators of future performance.
| Commercial remaining performance obligation | Commercial portion of revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods | |
| Microsoft Cloud revenue and revenue growth | Revenue from Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365 | |
| Microsoft Cloud gross margin percentage | Gross margin percentage for our Microsoft Cloud business |
Productivity and Business Processes and Intelligent Cloud
Metrics related to our Productivity and Business Processes and Intelligent Cloud segments assess the health of our core businesses within these segments. The metrics primarily reflect growth across our cloud services.
| Microsoft 365 Commercial cloud revenue growth | Revenue from Microsoft 365 Commercial subscriptions, comprising Microsoft 365 Commercial, Enterprise Mobility + Security, the cloud portion of Windows Commercial, the per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, Microsoft 365 Security and Compliance, Microsoft Viva, and Microsoft 365 Copilot | |
| Microsoft 365 Commercial seat growth | The number of Microsoft 365 Commercial seats at end of period where seats are paid users covered by a Microsoft 365 Commercial subscription | |
| Microsoft 365 Consumer cloud revenue growth | Revenue from Microsoft 365 Consumer subscriptions and other consumer services | |
| Microsoft 365 Consumer subscribers | The number of Microsoft 365 Consumer subscribers at end of period | |
| LinkedIn revenue growth | Revenue from LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions | |
| Dynamics 365 revenue growth | Revenue from Dynamics 365, including a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate | |
| Azure and other cloud services revenue growth | Revenue from Azure and other cloud services, including cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services |
PART I
Item 2
More Personal Computing
Metrics related to our More Personal Computing segment assess the performance of our key consumer businesses.
| Windows OEM and Devices revenue growth | Revenue from sales of Windows Pro and non-Pro licenses sold through the OEM channel and sales of first-party Devices, including Surface, HoloLens, and PC accessories | |
| Xbox content and services revenue growth | Revenue from Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, third-party disc royalties, and other cloud services | |
| Search and news advertising revenue (ex TAC) growth | Revenue from search and news advertising excluding traffic acquisition costs (“TAC”) paid to Bing Ads network publishers and news partners |
SUMMARY RESULTS OF OPERATIONS
| (In millions, except percentages and per share amounts) | Three Months Ended December 31, | Percentage Change | Six Months Ended December 31, | Percentage Change | ||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||
| Revenue | $ | 69,632 | $ | 62,020 | 12% | $ | 135,217 | $ | 118,537 | 14% | ||||||||||||||
| Gross margin | 47,833 | 42,397 | 13% | 93,319 | 82,612 | 13% | ||||||||||||||||||
| Operating income | 31,653 | 27,032 | 17% | 62,205 | 53,927 | 15% | ||||||||||||||||||
| Net income | 24,108 | 21,870 | 10% | 48,775 | 44,161 | 10% | ||||||||||||||||||
| Diluted earnings per share | 3.23 | 2.93 | 10% | 6.53 | 5.92 | 10% | ||||||||||||||||||
Three Months Ended December 31, 2024 Compared with Three Months Ended December 31, 2023
Revenue increased $7.6 billion or 12% driven by growth in Intelligent Cloud and Productivity and Business Processes. Intelligent Cloud revenue increased driven by Azure. Productivity and Business Processes revenue increased driven by Microsoft 365 Commercial cloud. More Personal Computing revenue was relatively unchanged.
Cost of revenue increased $2.2 billion or 11% driven by growth in Microsoft Cloud, offset in part by Gaming.
Gross margin increased $5.4 billion or 13% driven by growth across each of our segments.
Gross margin percentage increased slightly driven by More Personal Computing and sales mix shift to higher margin businesses within More Personal Computing, offset in part by Intelligent Cloud.
Microsoft Cloud gross margin percentage decreased to 70% driven by scaling our AI infrastructure.
Operating expenses increased $815 million or 5% driven by investments in cloud engineering.
Operating income increased $4.6 billion or 17% driven by growth across each of our segments.
Six Months Ended December 31, 2024 Compared with Six Months Ended December 31, 2023
Revenue increased $16.7 billion or 14% driven by growth across each of our segments. Intelligent Cloud revenue increased driven by Azure. Productivity and Business Processes revenue increased driven by Microsoft 365 Commercial cloud. More Personal Computing revenue increased driven by Gaming.
Cost of revenue increased $6.0 billion or 17% driven by growth in Microsoft Cloud.
Gross margin increased $10.7 billion or 13% driven by growth across each of our segments.
Gross margin percentage decreased slightly driven by Intelligent Cloud, offset in part by More Personal Computing.
Microsoft Cloud gross margin percentage decreased to 70% driven by scaling our AI infrastructure.
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Item 2
Operating expenses increased $2.4 billion or 8% driven by investments in cloud engineering and the impact of the Activision Blizzard acquisition.
Operating income increased $8.3 billion or 15% driven by growth across each of our segments.
SEGMENT RESULTS OF OPERATIONS
| (In millions, except percentages) | Three Months Ended December 31, | Percentage Change | Six Months Ended December 31, | Percentage Change | ||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Productivity and Business Processes | $ | 29,437 | $ | 25,854 | 14% | $ | 57,754 | $ | 51,080 | 13% | ||||||||||||||
| Intelligent Cloud | 25,544 | 21,525 | 19% | 49,636 | 41,538 | 19% | ||||||||||||||||||
| More Personal Computing | 14,651 | 14,641 | 0% | 27,827 | 25,919 | 7% | ||||||||||||||||||
| Total | $ | 69,632 | $ | 62,020 | 12% | $ | 135,217 | $ | 118,537 | 14% | ||||||||||||||
| Operating Income | ||||||||||||||||||||||||
| Productivity and Business Processes | $ | 16,885 | $ | 14,515 | 16% | $ | 33,401 | $ | 28,812 | 16% | ||||||||||||||
| Intelligent Cloud | 10,851 | 9,555 | 14% | 21,354 | 18,463 | 16% | ||||||||||||||||||
| More Personal Computing | 3,917 | 2,962 | 32% | 7,450 | 6,652 | 12% | ||||||||||||||||||
| Total | $ | 31,653 | $ | 27,032 | 17% | $ | 62,205 | $ | 53,927 | 15% | ||||||||||||||
Reportable Segments
Three Months Ended December 31, 2024 Compared with Three Months Ended December 31, 2023
Productivity and Business Processes
Revenue increased $3.6 billion or 14%.
Microsoft 365 Commercial products and cloud services revenue increased $2.8 billion or 15%. Microsoft 365 Commercial cloud revenue grew 16% with Microsoft 365 Commercial seat growth of 7% driven by small and medium business and frontline worker offerings, as well as growth in revenue per user. Microsoft 365 Commercial products revenue grew 13% driven by the Windows Commercial on-premises components of Microsoft 365 suite sales and an increase in transactional purchasing with the launch of Office 2024.
Microsoft 365 Consumer products and cloud services revenue increased $142 million or 8%. Microsoft 365 Consumer cloud revenue grew 8% driven by Microsoft 365 Consumer subscriber growth of 10% to 86.3 million with mix shift to Microsoft 365 Basic.
LinkedIn revenue increased $392 million or 9% driven by growth across all lines of business – Marketing Solutions, Talent Solutions, Premium Subscriptions, and Sales Solutions.
Dynamics products and cloud services revenue increased $254 million or 15% driven by growth in Dynamics 365, offset in part by a decline in Dynamics on-premises products. Dynamics 365 revenue grew 19% driven by growth across all workloads.
Operating income increased $2.4 billion or 16%.
Gross margin increased $2.8 billion or 13% driven by growth in Microsoft 365 Commercial cloud. Gross margin percentage decreased slightly driven by scaling our AI infrastructure.
Operating expenses increased $390 million or 6% driven by investments in cloud engineering.
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Intelligent Cloud
Revenue increased $4.0 billion or 19%.
Server products and cloud services revenue increased $4.0 billion or 21% driven by Azure and other cloud services. Azure and other cloud services revenue grew 31% driven by demand for our portfolio of services, including 13 points from our AI services which grew 157%. Server products revenue decreased 3% driven by a decrease in transactional purchasing and a prior year comparable that benefited from purchasing ahead of Windows Server 2012 end of support.
Enterprise and partner services revenue decreased $25 million or 1% driven by a decline in Industry Solutions, offset in part by growth in Enterprise Support Services.
Operating income increased $1.3 billion or 14%.
Gross margin increased $1.8 billion or 12% driven by growth in Azure. Gross margin percentage decreased driven by scaling our AI infrastructure.
Operating expenses increased $482 million or 10% driven by investments in cloud engineering.
More Personal Computing
Revenue was relatively unchanged.
Windows and Devices revenue increased $149 million or 3%. Windows OEM and Devices revenue increased 4% as commercial inventory builds drove growth in Windows OEM, offset in part by a decline in Devices.
Gaming revenue decreased $530 million or 7% driven by a decline in Xbox hardware, offset in part by growth in Xbox content and services. Xbox hardware revenue decreased 29% driven by lower volume of consoles sold. Xbox content and services revenue increased 2% driven by growth in Xbox Game Pass.
Search and news advertising revenue increased $390 million or 12%. Search and news advertising revenue excluding traffic acquisition costs increased 21% driven by higher search volume and higher revenue per search.
Operating income increased $955 million or 32%, including a favorable foreign currency impact of 2%.
Gross margin increased $898 million or 13% driven by growth in Gaming, Search and news advertising, and Windows and Devices. Gross margin percentage increased driven by sales mix shift to higher margin businesses and improvement in Gaming and Search and news advertising.
Operating expenses decreased $57 million or 1% primarily driven by Gaming.
Six Months Ended December 31, 2024 Compared with Six Months Ended December 31, 2023
Productivity and Business Processes
Revenue increased $6.7 billion or 13%.
Microsoft 365 Commercial products and cloud services revenue increased $5.2 billion or 14%. Microsoft 365 Commercial cloud revenue grew 15% driven by seat growth and growth in revenue per user. Microsoft 365 Commercial products revenue grew 7% driven by the Windows Commercial on-premises components of Microsoft 365 suite sales.
Microsoft 365 Consumer products and cloud services revenue increased $226 million or 7%. Microsoft 365 Consumer cloud revenue grew 7% with continued growth in Microsoft 365 Consumer subscribers.
LinkedIn revenue increased $771 million or 10% driven by growth across all lines of business – Marketing Solutions, Talent Solutions, Premium Subscriptions, and Sales Solutions.
Dynamics products and cloud services revenue increased $477 million or 15% driven by growth in Dynamics 365, offset in part by a decline in Dynamics on-premises products. Dynamics 365 revenue grew 19% driven by growth across all workloads.
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Operating income increased $4.6 billion or 16%.
Gross margin increased $5.1 billion or 12% driven by growth in Microsoft 365 Commercial cloud. Gross margin percentage decreased slightly driven by scaling our AI infrastructure.
Operating expenses increased $491 million or 4% driven by investments in cloud engineering and commercial sales.
Intelligent Cloud
Revenue increased $8.1 billion or 19%.
Server products and cloud services revenue increased $8.1 billion or 22% driven by Azure and other cloud services. Azure and other cloud services revenue grew 32% driven by demand for our portfolio of services, including 12 points from our AI services which grew 178%. Server products revenue decreased 2% driven by a decrease in transactional purchasing.
Enterprise and partner services revenue decreased $41 million or 1% driven by a decline in Industry Solutions.
Operating income increased $2.9 billion or 16%.
Gross margin increased $3.7 billion or 13% driven by growth in Azure. Gross margin percentage decreased driven by scaling our AI infrastructure.
Operating expenses increased $854 million or 9% driven by investments in cloud engineering.
More Personal Computing
Revenue increased $1.9 billion or 7%.
Windows and Devices revenue increased $138 million or 2%. Windows OEM and Devices revenue increased 3% as commercial inventory builds drove growth in Windows OEM, offset in part by a decline in Devices.
Gaming revenue increased $1.2 billion or 11% driven by growth in Xbox content and services, offset in part by a decline in Xbox hardware. Xbox content and services revenue increased 24% driven by the impact of the Activision Blizzard acquisition. Xbox hardware revenue decreased 29% driven by lower volume of consoles sold.
Search and news advertising revenue increased $597 million or 10%. Search and news advertising revenue excluding traffic acquisition costs increased 20% driven by higher search volume and higher revenue per search.
Operating income increased $798 million or 12%.
Gross margin increased $1.9 billion or 15% driven by growth in Gaming, including the impact of the Activision Blizzard acquisition. Gross margin percentage increased driven by sales mix shift to higher margin businesses and improvement in Search and news advertising and Gaming.
Operating expenses increased $1.1 billion or 17% driven by the impact of the Activision Blizzard acquisition.
PART I
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