Item 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 Months12 Months or GreaterTotal Unrealized Losses
(In millions)Fair ValueUnrealized LossesFair ValueUnrealized LossesTotal Fair Value
March 31, 2026
U.S. government and agency securities$6,800$**(**335)$23,042$**(**743)$29,842$**(**1,078)
Foreign government bonds91**(**2)31**(**3)122**(**5)
Mortgage- and asset-backed securities581**(**3)150**(**20)731**(**23)
Corporate notes and bonds3,472**(**29)1,411**(**44)4,883**(**73)
Municipal securities00154**(**20)154**(**20)
Total$10,944$**(**369)$24,788$**(**830)$35,732$**(**1,199)
Less than 12 Months12 Months or GreaterTotal Unrealized Losses
(In millions)Fair ValueUnrealized LossesFair ValueUnrealized LossesTotal Fair Value
June 30, 2025
U.S. government and agency securities$2,569$(51)$34,608$(1,411)$37,177$(1,462)
Foreign government bonds43(2)106(7)149(9)
Mortgage- and asset-backed securities841(4)189(23)1,030(27)
Corporate notes and bonds1,107(8)3,105(98)4,212(106)
Municipal securities00168(21)168(21)
Total$4,560$(65)$38,176$(1,560)$42,736$(1,625)

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 March 31, 2026:

(In millions)Adjusted Cost BasisEstimated Fair Value
March 31, 2026
Due in one year or less$31,578$31,489
Due after one year through five years39,40238,528
Due after five years through 10 years3,4813,559
Due after 10 years1,2571,174
Total$75,718$74,750

NOTE 5 — DERIVATIVES

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

Foreign Currencies

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.

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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 March 31, 2026, 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)March 31, 2026June 30, 2025
Designated as Hedging Instruments
Foreign exchange contracts purchased$1,492$1,492
Interest rate contracts purchased1,1801,150
Not Designated as Hedging Instruments
Foreign exchange contracts purchased14,05015,214
Foreign exchange contracts sold40,59343,307
Equity contracts purchased5,1925,434
Equity contracts sold2,5462,189
Other contracts purchased2,8722,769
Other contracts sold8641,242

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Fair Values of Derivative Instruments

The following table presents our derivative instruments:

DerivativeDerivativeDerivativeDerivative
(In millions)AssetsLiabilitiesAssetsLiabilities
March 31, 2026June 30, 2025
Designated as Hedging Instruments
Foreign exchange contracts$56$**(**66)$89$(44)
Interest rate contracts40150
Not Designated as Hedging Instruments
Foreign exchange contracts974**(**427)248(809)
Equity contracts34**(**160)385(983)
Other contracts12**(**18)21(1)
Gross amounts of derivatives1,080**(**671)758(1,837)
Gross amounts of derivatives offset in the balance sheets**(**328)329(258)260
Cash collateral received0**(**404)0(99)
Net amounts of derivatives$752$**(**746)$500$(1,676)
Reported as
Short-term investments$44$0$10$0
Other current assets70402010
Equity and other investments002720
Other long-term assets40170
Other current liabilities0**(**630)0(1,639)
Other long-term liabilities0**(**116)0(37)
Total$752$**(**746)$500$(1,676)

Gross derivative assets and liabilities subject to legally enforceable master netting agreements for which we have elected to offset were $1.1 billion and $663 million, respectively, as of March 31, 2026, and $452 million and $1.8 billion, respectively, as of June 30, 2025.

The following table presents the fair value of our derivatives instruments on a gross basis:

(In millions)Level 1Level 2Level 3Total
March 31, 2026
Derivative assets$1$1,074$5$1,080
Derivative liabilities0**(**671)0**(**671)
June 30, 2025
Derivative assets1474283758
Derivative liabilities0(1,832)(5)(1,837)

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Gains (losses) on derivative instruments recognized in other income (expense), net were as follows:

(In millions)Three Months Ended March 31,Nine Months Ended March 31,
2026202520262025
Designated as Fair Value Hedging Instruments
Interest rate contracts
Derivatives$**(**2)$3$**(**4)$5
Hedged items**(**4)(12)**(**19)(36)
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Amount reclassified from accumulated other comprehensive loss**(**34)50**(**46)(7)
Not Designated as Hedging Instruments
Foreign exchange contracts**(**100)(372)227383
Equity contracts1331761,743(283)
Other contracts**(**13)18**(**7)16

Gains (losses), net of tax, on derivative instruments recognized in our consolidated comprehensive income statements were as follows:

(In millions)Three Months Ended March 31,Nine Months Ended March 31,
2026202520262025
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Included in effectiveness assessment$**(**27)$20$**(**43)$(1)

NOTE 6 — PROPERTY AND EQUIPMENT

The components of property and equipment were as follows:

(In millions)
March 31, 2026June 30, 2025
Land$9,813$9,338
Buildings and improvements172,260137,921
Leasehold improvements15,44412,117
Servers, network equipment, and software190,883132,836
Furniture and equipment6,5516,407
Total, at cost394,951298,619
Accumulated depreciation**(**111,723)(93,653)
Total, net$283,228$204,966

Depreciation expense was $9.0 billion and $24.0 billion for the three and nine months ended March 31, 2026, respectively, and $5.8 billion and $15.7 billion for the three and nine months ended March 31, 2025, respectively.

As of March 31, 2026 and June 30, 2025, purchases of property and equipment remaining in accounts payable were $22.6 billion and $6.9 billion, respectively.

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NOTE 7 — GOODWILL

Changes in the carrying amount of goodwill were as follows:

(In millions)June 30, 2025AcquisitionsOtherMarch 31, 2026
Productivity and Business Processes$31,457$67$41$31,565
Intelligent Cloud25,689361025,735
More Personal Computing62,3635**(**7)62,361
Total$119,509$108$44$119,661

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.

NOTE 8 — INTANGIBLE ASSETS

The components of intangible assets, all of which are finite-lived, were as follows:

(In millions)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
March 31, 2026June 30, 2025
Marketing-related$16,495$**(**4,492)$12,003$16,502$(3,901)$12,601
Technology-based22,757**(**17,500)5,25722,560(14,959)7,601
Customer-related4,278**(**2,500)1,7784,278(2,050)2,228
Contract-based381**(**94)287217(43)174
Total$43,911$**(**24,586)$19,325$43,557$(20,953)$22,604

Intangible assets amortization expense was $1.1 billion and $3.7 billion for the three and nine months ended March 31, 2026, respectively, and $1.5 billion and $4.5 billion for the three and nine months ended March 31, 2025, respectively.

The following table outlines the estimated future amortization expense related to intangible assets held as of March 31, 2026:

(In millions)
Year Ending June 30,
2026 (excluding the nine months ended March 31, 2026)$1,024
20273,032
20282,081
20291,890
20301,425
Thereafter9,873
Total$19,325

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NOTE 9 — DEBT

The components of long-term debt were as follows:

(In millions, issuance by calendar year)Maturities (calendar year)Stated Interest RateEffective Interest RateMarch 31, 2026June 30, 2025
2009 issuance of $3.8 billion20395.20**%**5.24**%**$520$520
2010 issuance of $4.8 billion20404.50**%**4.57**%**486486
2011 issuance of $2.3 billion20415.30**%**5.36**%**718718
2012 issuance of $2.3 billion20423.50**%**3.57**%**454454
2013 issuance of $5.2 billion20433.75**%**–4.88**%**3.83**%**–4.92**%**314314
2013 issuance of €4.1 billion2028–20332.63**%**–3.13**%**2.69**%**–3.22**%**2,6502,700
2015 issuance of $23.8 billion2035–20553.50**%**–4.75**%**3.60**%**–4.78**%**4,5557,555
2016 issuance of $19.8 billion2026–20562.40**%**–3.95**%**2.46**%**–4.03**%**7,9307,930
2017 issuance of $17.1 billion2026–20573.30**%**–4.50**%**3.38**%**–5.49**%**6,8336,833
2020 issuance of $10.1 billion2030–20601.35**%**–2.68**%**2.53**%**–5.43**%**10,11110,111
2021 issuance of $8.2 billion2052–20622.92**%**–3.04**%**2.92**%**–3.04**%**8,1858,185
2023 issuance of $0.1 billion2026–20501.35**%**–4.50**%**5.16**%**–5.49**%**5656
2024 issuance of $3.3 billion2026–20501.35**%**–4.50**%**5.16**%**–5.49**%**3,3443,344
Total face value46,15649,206
Unamortized discount and issuance costs**(**1,098)(1,155)
Hedge fair value adjustments (a)**(**17)(36)
Premium on debt exchange**(**4,779)(4,864)
Total debt40,26243,151
Current portion of long-term debt**(**8,839)(2,999)
Long-term debt$31,423$40,152

(a)

Refer to Note 5 – Derivatives for further information on the interest rate swaps related to fixed-rate debt.

As of March 31, 2026 and June 30, 2025, the estimated fair value of long-term debt, including the current portion, was $36.6 billion and $40.4 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 March 31, 2026:

(In millions)
Year Ending June 30,
2026 (excluding the nine months ended March 31, 2026)$0
20279,250
20280
20292,016
20300
Thereafter34,890
Total$46,156

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NOTE 10 — INCOME TAXES

Effective Tax Rate

Our effective tax rate was 19% and 18% for the three months ended March 31, 2026 and 2025, respectively, and 20% and 18% for the nine months ended March 31, 2026 and 2025, respectively. The increase in our effective tax rate for the three months ended March 31, 2026 compared to the prior year was primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries. The increase in our effective tax rate for the nine months ended March 31, 2026 compared to the prior year was primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries and deferred tax expense attributable to the dilution gain from the OpenAI Recapitalization.

Our effective tax rate was lower than the U.S. federal statutory rate for the three and nine months ended March 31, 2026, 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 March 31, 2026 and June 30, 2025, unrecognized tax benefits and other income tax liabilities were $29.3 billion and $27.4 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 March 31, 2026, 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., some of which are currently under audit by local tax authorities. The resolution of these audits is not expected to be material to our consolidated financial statements. Our operations in Ireland remain subject to examination for tax years 2021 and thereafter.

NOTE 11 — UNEARNED REVENUE

Unearned revenue by segment was as follows:

(In millions)
March 31, 2026June 30, 2025
Productivity and Business Processes$39,904$50,567
Intelligent Cloud10,89214,022
More Personal Computing2,8812,676
Total$53,677$67,265

Changes in unearned revenue were as follows:

(In millions)
Nine Months Ended March 31, 2026
Balance, beginning of period$67,265
Deferral of revenue143,442
Recognition of unearned revenue**(**157,030)
Balance, end of period$53,677

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Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue in future periods, was $633 billion as of March 31, 2026. Estimating revenue that will be allocated to remaining performance obligations can involve significant judgments, including identifying and assessing variable consideration and potential renegotiation of commitments. We consider factors such as the nature of the terms and duration of the contract across our portfolio of contracts. Revenue allocated to remaining performance obligations related to the commercial portion of revenue was $627 billion as of March 31, 2026, with a weighted average duration of approximately 2.5 years. We expect to recognize approximately 30% of our total company remaining performance obligation revenue and 25% of our commercial remaining performance obligation revenue over the next 12 months and the remainder thereafter.

NOTE 12 — LEASES

We have operating and finance leases for datacenters, corporate offices, research and development facilities, and certain equipment. Our leases have remaining lease terms of less than 1 year to 19 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 March 31,Nine Months Ended March 31,
2026202520262025
Operating lease cost$1,775$1,476$5,172$3,929
Finance lease cost:
Amortization of right-of-use assets$1,406$900$3,856$2,426
Interest on lease liabilities6683741,829986
Total finance lease cost$2,074$1,274$5,685$3,412

Supplemental cash flow information related to leases was as follows:

(In millions)Three Months Ended March 31,Nine Months Ended March 31,
2026202520262025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,532$955$4,693$3,124
Operating cash flows from finance leases6683441,829938
Financing cash flows from finance leases8393522,1791,634
Right-of-use assets obtained in exchange for lease obligations:
Operating leases7921,9183,6866,909
Finance leases4,0093,24119,48614,008

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Supplemental balance sheet information related to leases was as follows:

(In millions, except lease term and discount rate)
March 31, 2026June 30, 2025
Operating Leases
Operating lease right-of-use assets$24,403$24,823
Other current liabilities$5,535$5,424
Operating lease liabilities16,70317,437
Total operating lease liabilities$22,238$22,861
Finance Leases
Property and equipment, at cost$77,633$53,876
Accumulated depreciation**(**13,916)(9,861)
Property and equipment, net$63,717$44,015
Other current liabilities$4,063$3,172
Other long-term liabilities58,86943,000
Total finance lease liabilities$62,932$46,172
Weighted Average Remaining Lease Term
Operating leases6 years6 years
Finance leases13 years13 years
Weighted Average Discount Rate
Operating leases3.6**%**3.5%
Finance leases4.4**%**4.2%

The following table outlines maturities of our lease liabilities as of March 31, 2026:

(In millions)
Year Ending June 30,Operating LeasesFinance Leases
2026 (excluding the nine months ended March 31, 2026)$1,735$1,633
20275,9106,786
20284,2076,864
20293,0116,232
20302,4766,126
Thereafter7,51656,961
Total lease payments24,85584,602
Less imputed interest**(**2,617)**(**21,670)
Total$22,238$62,932

As of March 31, 2026, we had additional leases, primarily for datacenters, that had not yet commenced of $196.6 billion. These leases will commence between fiscal year 2026 and fiscal year 2031 with lease terms of 1 year to 21 years.

NOTE 13 — CONTINGENCIES

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. A preliminary hearing was held in December 2025.

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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 March 31, 2026, we accrued aggregate legal liabilities of $647 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $400 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.

NOTE 14 — 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 and was completed in April 2025.

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 commenced in April 2025, following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time. As of March 31, 2026, $44.0 billion remained of this $60.0 billion share repurchase program.

We repurchased the following shares of common stock under the share repurchase programs:

(In millions)SharesAmountSharesAmount
Fiscal Year20262025
First Quarter8$3,9557$2,800
Second Quarter125,96483,500
Third Quarter73,40083,500
Total27$13,31923$9,800

All repurchases were made using cash resources. Shares repurchased during fiscal year 2026 were under the share repurchase program approved on September 16, 2024. Shares repurchased during fiscal year 2025 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 $1.2 billion and $4.4 billion for the three and nine months ended March 31, 2026, respectively, and $1.3 billion and $4.1 billion for the three and nine months ended March 31, 2025, respectively.

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Dividends

Our Board of Directors declared the following dividends:

Declaration DateRecord DatePayment DateDividend Per ShareAmount
Fiscal Year 2026(In millions)
September 15, 2025November 20, 2025December 11, 2025$0.91$6,762
December 2, 2025February 19, 2026March 12, 20260.916,756
March 10, 2026May 21, 2026June 11, 20260.916,760
Total$2.73$20,278
Fiscal Year 2025
September 16, 2024November 21, 2024December 12, 2024$0.83$6,170
December 3, 2024February 20, 2025March 13, 20250.836,169
March 11, 2025May 15, 2025June 12, 20250.836,169
Total$2.49$18,508

The dividend declared on March 10, 2026 was included in other current liabilities as of March 31, 2026.

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NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component:

(In millions)Three Months Ended March 31,Nine Months Ended March 31,
2026202520262025
Derivatives
Balance, beginning of period$**(**14)$21$**(**8)$(3)
Unrealized gains (losses), net of tax of $(7), $5, $(11), and $(1)**(**27)20**(**43)(1)
Reclassification adjustments for (gains) losses included in other income (expense), net34(50)467
Tax expense (benefit) included in provision for income taxes**(**7)10**(**9)(2)
Amounts reclassified from accumulated other comprehensive loss27(40)375
Net change related to derivatives, net of tax of $0, $(5), $(2), and $10(20)**(**6)4
Balance, end of period$**(**14)$1$**(**14)$1
Investments
Balance, beginning of period$**(**525)$(1,945)$**(**1,051)$(2,625)
Unrealized gains (losses), net of tax of $(58), $118, **$**82, and $294**(**215)4453101,110
Reclassification adjustments for (gains) losses included in other income (expense), net**(**30)6**(**29)25
Tax expense (benefit) included in provision for income taxes6(1)6(5)
Amounts reclassified from accumulated other comprehensive loss**(**24)5**(**23)20
Net change related to investments, net of tax of $(64), $119, **$**76, and $299**(**239)4502871,130
Balance, end of period$**(**764)$(1,495)$**(**764)$(1,495)
Translation Adjustments and Other
Balance, beginning of period$**(**2,163)$(3,692)$**(**2,288)$(2,962)
Translation adjustments and other, net of tax of **$**0, $0, **$**0, and $0**(**287)353**(**162)(377)
Balance, end of period$**(**2,450)$(3,339)$**(**2,450)$(3,339)
Accumulated other comprehensive loss, end of period$**(**3,228)$(4,833)$**(**3,228)$(4,833)

NOTE 16 — SEGMENT INFORMATION AND GEOGRAPHIC DATA

In its operation of the business, management, including our chief operating decision maker (“CODM”), who is also our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements. The primary profitability measure used by the CODM to review segment operating results is operating income. The CODM uses operating income to allocate resources during our annual planning process and throughout the year, as well as to assess the performance of our segments, primarily by monitoring actual results compared to prior periods and expected results. During the periods presented, we reported our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.

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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, 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 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, 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 OEM licensing (Windows Pro and non-Pro licenses sold through the OEM channel) and Devices, comprising Surface 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, and other cloud services.

Search advertising (formerly Search and news advertising), comprising Bing, 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 our investments in AI infrastructure and training, as well as marketing of products and services, from which multiple segments benefit and are generally allocated based on relative gross margin.

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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, cost of revenue, operating expenses, and operating income were as follows during the periods presented:

(In millions)Three Months Ended March 31,Nine Months Ended March 31,
2026202520262025
Productivity and Business Processes
Revenue$35,013$29,944$102,149$87,698
Cost of revenue6,1975,51718,02816,380
Operating expenses7,8437,04822,14220,538
Operating income$20,973$17,379$61,979$50,780
Intelligent Cloud
Revenue$34,681$26,751$98,485$76,387
Cost of revenue15,12010,30741,00028,326
Operating expenses5,8085,34916,46815,612
Operating income$13,753$11,095$41,017$32,449
More Personal Computing
Revenue$13,192$13,371$41,198$41,198
Cost of revenue5,5116,09517,82119,111
Operating expenses4,0093,75011,73911,111
Operating income$3,672$3,526$11,638$10,976
Total
Revenue$82,886$70,066$241,832$205,283
Cost of revenue26,82821,91976,84963,817
Operating expenses17,66016,14750,34947,261
Operating income$38,398$32,000$114,634$94,205

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three or nine months ended March 31, 2026 or 2025. Revenue, classified by the major geographic areas in which our customers were located, was as follows:

(In millions)Three Months Ended March 31,Nine Months Ended March 31,
2026202520262025
United States (a)$42,336$36,084$123,823$105,534
Other countries40,55033,982118,00999,749
Total$82,886$70,066$241,832$205,283

(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.

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Revenue, classified by significant product and service offerings, was as follows:

(In millions)Three Months Ended March 31,Nine Months Ended March 31,
2026202520262025
Server products and cloud services$32,592$24,761$92,329$70,557
Microsoft 365 Commercial products and cloud services25,59321,88374,08363,449
Gaming5,3415,72116,80717,923
LinkedIn4,8324,31114,62813,190
Windows and Devices4,0414,14413,07112,985
Search advertising3,8083,50411,31710,287
Microsoft 365 Consumer products and cloud services2,2971,8216,8065,369
Dynamics products and cloud services2,2921,9296,6325,691
Enterprise and partner services2,0871,9466,1475,766
Other3461266
Total$82,886$70,066$241,832$205,283

Our Microsoft Cloud revenue, which includes Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365, was $54.5 billion and $155.1 billion for the three and nine months ended March 31, 2026, respectively, and $42.4 billion and $122.2 billion for the three and nine months ended March 31, 2025, respectively. These amounts are included in Server products and cloud services, Microsoft 365 Commercial 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.

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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 March 31, 2026, the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for the three-month and nine-month periods ended March 31, 2026 and 2025, 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, 2025, 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, 2025, 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, 2025, 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

April 29, 2026

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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, 2025, 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 third quarter of fiscal year 2026 compared with the third quarter of fiscal year 2025 included:

Microsoft Cloud revenue increased 29% to $54.5 billion.

Commercial remaining performance obligation increased 99% to $627 billion.

Microsoft 365 Commercial cloud revenue increased 19%.

Microsoft 365 Consumer cloud revenue increased 33%.

LinkedIn revenue increased 12%.

Dynamics 365 revenue increased 22%.

Azure and other cloud services revenue increased 40%.

Windows OEM and Devices revenue decreased 2%.

Xbox content and services revenue decreased 5%.

Search advertising (formerly Search and news advertising) revenue excluding traffic acquisition costs increased 12%.

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Industry Trends and Opportunities

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.

We have a long-term strategic partnership with OpenAI which was originally established in 2019. In October 2025 and April 2026, we extended this partnership and continue to build on our shared vision to advance artificial intelligence responsibly and make its benefits broadly accessible. Microsoft is a major investor in OpenAI and will continue to receive revenue-sharing payments. We hold rights to OpenAI’s intellectual property, including models and infrastructure, for integration into our products.

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 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 increased reported revenue and expenses from our international operations for the three and nine months ended March 31, 2026.

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

Refer to Risk Factors (Part 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.

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Reportable Segments

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

Additional information on our reportable segments is contained in Note 16 – Segment Information and Geographic Data of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).

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 2026, we made updates to our metrics to align with how we manage and monitor certain businesses. As part of these updates, Microsoft 365 Consumer subscribers was removed as a metric.

Commercial

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

Commercial remaining performance obligationCommercial 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 growthRevenue from Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365
Microsoft Cloud gross margin percentageGross margin percentage for our Microsoft Cloud business

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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 growthRevenue from Microsoft 365 Commercial subscriptions, comprising Microsoft 365 Commercial, Enterprise Mobility + Security, the cloud portion of Windows Commercial, the per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, Microsoft 365 Security and Compliance, and Microsoft 365 Copilot
Microsoft 365 Commercial seat growthThe 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 growthRevenue from Microsoft 365 Consumer subscriptions and other consumer services
LinkedIn revenue growthRevenue from LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions
Dynamics 365 revenue growthRevenue 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 growthRevenue from Azure and other cloud services, including cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services

More Personal Computing

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

Windows OEM and Devices revenue growthRevenue from sales of Windows Pro and non-Pro licenses sold through the OEM channel and sales of first-party Devices, including Surface and PC accessories
Xbox content and services revenue growthRevenue from Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, and other cloud services
Search advertising revenue (ex TAC) growthRevenue from search advertising excluding traffic acquisition costs (“TAC”) paid to Bing Ads network publishers and content partners

SUMMARY RESULTS OF OPERATIONS

(In millions, except percentages and per share amounts)Three Months Ended March 31,Percentage ChangeNine Months Ended March 31,Percentage Change
2026202520262025
Revenue$82,886$70,06618%$241,832$205,28318%
Gross margin56,05848,14716%164,983141,46617%
Operating income38,39832,00020%114,63494,20522%
Net income31,77825,82423%97,98374,59931%
Diluted earnings per share4.273.4623%13.149.9932%
Adjusted net income (non-GAAP)31,79226,40720%93,50076,64422%
Adjusted diluted earnings per share (non-GAAP)4.273.5421%12.5410.2722%

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Adjusted net income and adjusted diluted earnings per share (“EPS”) are non-GAAP financial measures. These non-GAAP financial measures exclude net gains and losses from investments in OpenAI. Refer to the Non-GAAP Financial Measures section below for a reconciliation of our financial results reported in accordance with GAAP to non-GAAP financial results.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Revenue increased $12.8 billion or 18% driven by growth in Microsoft Cloud. Intelligent Cloud revenue increased driven by Azure. Productivity and Business Processes revenue increased driven by Microsoft 365 Commercial cloud. More Personal Computing revenue decreased with lower hardware sales across Devices and Gaming, offset in part by growth in Search advertising.

Cost of revenue increased $4.9 billion or 22% driven by growth in Microsoft Cloud.

Gross margin increased $7.9 billion or 16% with growth across each of our segments.

Gross margin percentage decreased driven by continued investments in AI infrastructure and growing AI product usage, offset in part by efficiency gains across the Microsoft Cloud.

Microsoft Cloud gross margin percentage decreased to 66% driven by continued investments in AI infrastructure and growing AI product usage, offset in part by efficiency gains in Azure and Microsoft 365 Commercial cloud.

Operating expenses increased $1.5 billion or 9% primarily driven by continued investments in research and development compute capacity, AI talent, and data to support product development across the portfolio. Total company headcount declined year-over-year.

Operating income increased $6.4 billion or 20% driven by growth in Productivity and Business Processes and Intelligent Cloud.

Revenue, gross margin, and operating income included a favorable foreign currency impact of 3%, 3%, and 4%, respectively. Cost of revenue included an unfavorable foreign currency impact of 2%.

Current year net income and diluted EPS were negatively impacted by net losses from investments in OpenAI, which resulted in a decrease in net income of $14 million. Prior year net income and diluted EPS were negatively impacted by net losses from investments in OpenAI, which resulted in a decrease in net income and diluted EPS of $583 million and $0.08, respectively.

Nine Months Ended March 31, 2026 Compared with Nine Months Ended March 31, 2025

Revenue increased $36.5 billion or 18% driven by growth in Microsoft Cloud. 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 with growth in Search advertising offset by a decline in Gaming.

Cost of revenue increased $13.0 billion or 20% driven by growth in Microsoft Cloud.

Gross margin increased $23.5 billion or 17% with growth across each of our segments.

Gross margin percentage decreased slightly primarily driven by continued investments in AI infrastructure and growing AI product usage, offset in part by efficiency gains across the Microsoft Cloud.

Microsoft Cloud gross margin percentage decreased to 67% driven by continued investments in AI infrastructure and growing AI product usage, offset in part by efficiency gains in Azure and Microsoft 365 Commercial cloud.

Operating expenses increased $3.1 billion or 7% driven by continued investments in research and development compute capacity, AI talent, and data to support product development across the portfolio, impairment and other related expenses in our Gaming business, and higher Copilot advertising expenses. Total company headcount declined year-over-year.

Operating income increased $20.4 billion or 22% driven by growth in Productivity and Business Processes and Intelligent Cloud.

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