MSFT Microsoft annual report details 2024

MSFT Microsoft annual report details 2024

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6 days ago 57

MSFT Microsoft annual report details 2024

@financepresentations6 days ago

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
 
☒ ANNUAL R…
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Indicate by check mark whether any of those error corrections are restatements that required a reco…
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2
MICROSOFT CORPORATION
FORM 10-K
For the Fiscal Year Ended June 30, 2024
INDEX
Page
PART I
…
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PART I
Item 1
3
Note About Forward-Looking Statements
This report includes estimates, projectio…
4/170
PART I
Item 1
4
The Ambitions That Drive Us
To achieve our vision, our research and development…
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PART I
Item 1
5
the Copilot stack for Microsoft, enterprises, and developers. Organizations larg…
6/170
PART I
Item 1
6
Our Future Opportunity
We are focused on helping customers use the breadth and …
7/170
PART I
Item 1
7
Addressing Racial Injustice and Inequity
In June 2020, we outlined a series of …
8/170
PART I
Item 1
8
As of June 30, 2024, we employed approximately 228,000 people on a full-time bas…
9/170
PART I
Item 1
9
Office Commercial
Office Commercial is designed to increase personal, team, and…
10/170
PART I
Item 1
10
teamwork and collaboration software. Zoom offers videoconferencing and cloud ph…
11/170
PART I
Item 1
11
intelligent solutions, along with providing training and certification to devel…
12/170
PART I
Item 1
12
Windows
The Windows operating system is designed to deliver a more personal co…
13/170
PART I
Item 1
13
applications and services and to benefit our developer and partner ecosystems b…
14/170
PART I
Item 1
14
RESEARCH AND DEVELOPMENT 
Product and Service Development, and Intellectual Pr…
15/170
PART I
Item 1
15
Investing in the Future 
Our success is based on our ability to create new and…
16/170
PART I
Item 1
16
Distributors and Resellers 
Organizations also license our products and servic…
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PART I
Item 1
17
Open Value
Open Value agreements are a simple, cost-effective way to acquire t…
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PART I
Item 1
18
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our executive officers as of July 30,…
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PART I
Item 1
19
AVAILABLE INFORMATION
Our Internet address is www.microsoft.com. At our Invest…
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PART I
Item 1A
20
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to var…
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PART I
Item 1A
21
For all of these reasons, we may not be able to compete successfully against o…
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PART I
Item 1A
22
Our AI systems offer users powerful tools and capabilities. However, there may…
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PART I
Item 1A
23
a significant charge in our consolidated financial statements during the perio…
24/170
PART I
Item 1A
24
Our internal IT environment continues to evolve. Often, we are early adopters …
25/170
PART I
Item 1A
25
Development and deployment of defensive measures
To defend against security t…
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PART I
Item 1A
26
Abuse of our platforms may harm our reputation or user engagement.
Advertisin…
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PART I
Item 1A
27
or other social, economic, or political issues, our reputation, competitive po…
28/170
PART I
Item 1A
28
LEGAL, REGULATORY, AND LITIGATION RISKS
Government enforcement under competit…
29/170
PART I
Item 1A
29
Periods of intense diplomatic or armed conflict, such as the ongoing conflict …
30/170
PART I
Item 1A
30
via technology such as cookies. In addition, laws requiring us to retrieve and…
31/170
PART I
Item 1A
31
We earn a significant amount of our operating income outside the U.S. A change…
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PART I
Item 1A
32
• Public scrutiny of our decisions regarding user privacy, data practices, con…
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PART I
Item 1A
33
The long-term effects of climate change on the global economy and the IT indus…
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PART I
Item 1B, 1C
34
ITEM 1B. UNRESOLVED STAFF COMMENTS 
We have received no written comments …
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PART I
Item 1C
35
When appropriate, we utilize external service providers to assess, test, or ot…
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PART I
Item 2, 3, 4
36
ITEM 2. PROPERTIES 
Our corporate headquarters are located in Redmond, W…
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PART II
Item 5, 6
37
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER…
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PART II
Item 7
38
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESU…
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PART II
Item 7
39
Industry Trends 
Our industry is dynamic and highly competitive, with frequen…
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PART II
Item 7
40
Additional information on our reportable segments is contained in Note 19 – Se…
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PART II
Item 7
41
Dynamics products and cloud services 
revenue growth
Revenue from Dynamics p…
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PART II
Item 7
42
SUMMARY RESULTS OF OPERATIONS
(In millions, except percentages and per share …
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PART II
Item 7
43
SEGMENT RESULTS OF OPERATIONS
(In millions, except percentages) 2024 2023
Pe…
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PART II
Item 7
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• Gross margin increased $11.6 billion or 19% driven by growth in Azure. Gross…
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PART II
Item 7
45
Sales and Marketing
(In millions, except percentages) 2024 2023
Percentage
…
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PART II
Item 7
46
Fiscal Year 2024 Compared with Fiscal Year 2023
Interest and dividends income…
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PART II
Item 7
47
measures in conjunction with GAAP financial results in evaluating business per…
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PART II
Item 7
48
to our Level 2 investments, such as commercial paper, certificates of deposit,…
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PART II
Item 7
49
If our customers choose to license cloud-based versions of our products and se…
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PART II
Item 7
50
continue, including new facilities, datacenters, and computer systems for rese…
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PART II
Item 7
51
Impairment of Investment Securities 
We review debt investments quarterly for…
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PART II
Item 7
52
Legal and Other Contingencies 
The outcomes of legal proceedings and claims b…
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PART II
Item 7
53
STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS 
Management…
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PART II
Item 7A
54
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
RISKS 
…
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PART II
Item 8
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 
INCOME STATEMENTS
(In m…
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PART II
Item 8
56
COMPREHENSIVE INCOME STATEMENTS
(In millions)
Year Ended June 30, 2024 2023 …
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PART II
Item 8
57
BALANCE SHEETS 
(In millions)
June 30, 2024 2023
Assets
Current assets:
C…
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PART II
Item 8
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CASH FLOWS STATEMENTS
(In millions)
Year Ended June 30, 2024 2023 2022
Oper…
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PART II
Item 8
59
STOCKHOLDERS’ EQUITY STATEMENTS 
(In millions, except per share amounts)
Yea…
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PART II
Item 8
60
NOTES TO FINANCIAL STATEMENTS 
NOTE 1 — ACCOUNTING POLICIES
Accounting Princ…
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PART II
Item 8
61
Revenue Recognition
Revenue is recognized upon transfer of control of promise…
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PART II
Item 8
62
Judgment is required to determine the SSP for each distinct performance obliga…
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PART II
Item 8
63
Activity in the allowance for doubtful accounts was as follows:
(In millions)…
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PART II
Item 8
64
product failure rates, historical and projected repair costs, and knowledge of…
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PART II
Item 8
65
Debt investments are classified as available-for-sale and realized gains and l…
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PART II
Item 8
66
observable inputs including interest rate curves, credit spreads, foreign exch…
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PART II
Item 8
67
Goodwill 
Goodwill is tested for impairment at the reporting unit level (oper…
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PART II
Item 8
68
The components of basic and diluted EPS were as follows:
(In millions, except…
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PART II
Item 8
69
Net recognized gains (losses) on equity investments were as follows:
(In mill…
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PART II
Item 8
70
(In millions)
Fair Value 
Level
Adjusted
Cost Basis
Unrealized 
Gains
U…
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PART II
Item 8
71
Less than 12 Months 12 Months or Greater
Total
Unrealized
(In millions) Fai…
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PART II
Item 8
72
Interest Rate 
Interest rate risks related to certain fixed-rate debt are hed…
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PART II
Item 8
73
Fair Values of Derivative Instruments
The following table presents our deriva…
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PART II
Item 8
74
Gains (losses) on derivative instruments recognized in other income (expense),…
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PART II
Item 8
75
NOTE 7 — PROPERTY AND EQUIPMENT 
The components of property and equipment wer…
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PART II
Item 8
76
Goodwill was assigned to our More Personal Computing segment. The goodwill was…
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PART II
Item 8
77
The allocation of the purchase price to goodwill was completed as of December …
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PART II
Item 8
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Goodwill Impairment
We test goodwill for impairment annually on May 1 at the …
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PART II
Item 8
79
The following table outlines the estimated future amortization expense related…
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PART II
Item 8
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(b) Refer to Note 5 – Derivatives for further information on the interest rate…
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PART II
Item 8
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U.S. and foreign components of income before income taxes were as follows: 
(…
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PART II
Item 8
82
The decrease in our effective tax rate for fiscal year 2024 compared to fiscal…
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PART II
Item 8
83
The valuation allowance disclosed in the table above relates to the foreign ne…
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PART II
Item 8
84
NOTE 13 — UNEARNED REVENUE 
Unearned revenue by segment was as follows: 
(In…
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PART II
Item 8
85
Supplemental cash flow information related to leases was as follows:
(In mill…
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PART II
Item 8
86
The following table outlines maturities of our lease liabilities as of June 30…
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PART II
Item 8
87
Irish Data Protection Commission Matter
In 2018, the Irish Data Protection Co…
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PART II
Item 8
88
We repurchased the following shares of common stock under the share repurchase…
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PART II
Item 8
89
NOTE 17 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table s…
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PART II
Item 8
90
Stock Plans
Stock awards entitle the holder to receive shares of Microsoft co…
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PART II
Item 8
91
Employees purchased the following shares during the periods presented:
(Share…
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PART II
Item 8
92
More Personal Computing
Our More Personal Computing segment consists of produ…
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PART II
Item 8
93
No sales to an individual customer or country other than the United States acc…
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PART II
Item 8
94
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders a…
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PART II
Item 8
95
Revenue Recognition – Refer to Note 1 to the financial statements
Critical Au…
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PART II
Item 8
96
Income Taxes – Uncertain Tax Positions – Refer to Note 12 to the financial sta…
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PART II
Item 8
97
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures…
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PART II
Item 9, 9A
98
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND …
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PART II
Item 9A
99
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
To the Stockholders…
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PART II, III
Item 9B, 9C, 10
100
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements
None …
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PART III
Item 11, 12, 13, 14
101
ITEM 11. EXECUTIVE COMPENSATION
The information in the Proxy S…
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PART IV
Item 15
102
PART IV 
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 
(a) Financial…
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PART IV
Item 15
103
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
104
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
105
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
106
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
107
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
108
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
109
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
110
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
111
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
112/170
PART IV
Item 15
112
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
113
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 15
114
Incorporated by Reference
Exhibit
Number Exhibit Description
Filed
Herew…
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PART IV
Item 16
115
ITEM 16. FORM 10-K SUMMARY
None.
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116
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act…
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117
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been sign…
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Exhibit 4.26 
DESCRIPTION OF THE REGISTRANT’S SECURITIES 
REGISTERED PURSUANT TO SECTION 12 OF TH…
119/170
not purport to be complete. It is subject to and qualified in its entirety by reference to the inde…
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imposition of exchange controls or other circumstances beyond our control or if the euro is no long…
121/170
At any time on or after February 2, 2033, we will have the right at our option to redeem the 2033 
…
122/170
prospectus supplement, we have become obligated to pay additional amounts as described under “-
Pa…
123/170
(f) any tax, assessment or other governmental charge which would not have been imposed but 
for th…
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treat the Common Depositary or any successor nominee to the Common Depositary as the owner of 
the…
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• if requested, the trustee receives from us, an officers’ certificate and an opinion of 
counsel …
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(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
• …
127/170
(4) the trustee has failed to institute proceedings 60 days after the receipt of such notice, reque…
128/170
We have elected pursuant to Section 1301 of the indenture, to have both Section 1302 (legal 
defea…
129/170
Exhibit 10.5 
MICROSOFT CORPORATION DEFERRED COMPENSATION PLAN
(Amended and Restated Effective as…
130/170
Annual Bonus - means the amount payable to an Eligible Employee as an annual 
bonus that is awarde…
131/170
based incentives, commitment-based incentives, SCA bonuses, or any other pay that the 
Plan Admini…
132/170
Open Enrollment - means the period or periods during each Plan Year when 
Eligible Employees may e…
133/170
401(k) Plan - means the Microsoft Corporation Savings Plus 401(k) Plan.
4. Participation.
4.1 An …
134/170
(c) Alternative Election Deadlines. Notwithstanding the rules in 
subsection (b), if the Plan Admi…
135/170
Participant, at the election of the Company in accordance with Code section 409A.
6. Distribution …
136/170
(i) If the Participant elected commencement upon 
Retirement, the distribution will commence in th…
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(d) For purposes of determining the proper death beneficiary under this 
Plan, this Plan shall not…
138/170
is paid or made available to the Participant (the "Taxes"), the Company shall pay a portion of 
su…
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and submitted to the Senior HR Officer at such address as may be specified from time to 
time. Cla…
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(ii) specific reference to pertinent Plan provisions on which the 
adverse determination is based;…
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Plan shall decrease the amounts credited to a Participant's Account as of such 
amendment or termi…
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requested by the Plan Administrator. If the Participant refuses to cooperate, the Company 
shall h…
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such dispute is resolved through arbitration or litigation in court, the prevailing party(ies) 
sh…
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APPENDIX A
DESIGNATED SUBSIDIARIES
(As of April 1, 2024)
1654: MOL Corporation
1693: Vexcel Cor…
145/170
APPENDIX B
GRANDFATHERED AMOUNTS
Distribution of amounts that were earned and vested (within the …
146/170
corresponding Bonus would otherwise have been paid or the date the Option was scheduled 
to expire…
147/170
APPENDIX C
2005 DEFERRED COMPENSATION
This Appendix C sets forth the special rules applicable to …
148/170
Exhibit 19.1 
General Insider Trading Policy
1. PURPOSE
To prevent the misuse of material, nonpu…
149/170
• Information is 'material' if there is a substantial likelihood that a reasonable investor would c…
150/170
D. Restrictions on Microsoft Officers and Other Designated Employees
Microsoft has a policy requir…
151/170
Exhibit 19.2 
Restricted Trading Window Policy 
1. PURPOSE
This policy describes the restriction…
152/170
B. Open Trading Window
If you are an Insider, you may only trade (or gift) Microsoft securities du…
153/170
2. Gifts
Gifts of Microsoft stock may be made only during an Open Window Period and your status in…
154/170
If you have a question about this policy, its application in relation to a proposed transaction, or…
155/170
Exhibit 19.3 
Insider Trading Compliance and Preclearance Policies 
for Section 16 Officers and D…
156/170
Window Period”). If, for example, Microsoft made an earnings announcement on Thursday, the trading …
157/170
Preclearance requests should be sent by email to (**)@microsoft.com. For questions, please call any…
158/170
i. Trading Restrictions. There is no restriction on purchases of Microsoft stock under Microsoft’s …
159/170
Employee Insiders not in a financial reporting oversight role and directors may use Microsoft’s ind…
160/170
Exhibit 21 
SUBSIDIARIES OF REGISTRANT 
The following is a list of subsidiaries of Microsoft Corp…
161/170
Exhibit 23.1 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
We consent to the incorpo…
162/170
Exhibit 31.1 
CERTIFICATION 
I, Satya Nadella, certify that: 
1. I have reviewed this annual rep…
163/170
Exhibit 31.2 
CERTIFICATION 
I, Amy E. Hood, certify that: 
1. I have reviewed this annual repor…
164/170
Exhibit 32.1 
CERTIFICATION PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 
(18 U.S.…
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Exhibit 32.2 
CERTIFICATION PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 
(18 U.S.…
166/170
Exhibit 97.1 
Microsoft Corporation
Executive Compensation Recovery Policy
This policy covers Mi…
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In the reasonable exercise of its business judgment under this Policy, the Compensation Committee m…
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EXHIBIT A
DEFINITIONS
“Applicable Period” means (a) in the case of any Restatement, the three com…
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“Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or …
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