MSFT 8-K Current Reports

MICROSOFT CORP 8-K Report, Regulation FD Disclosure (Sep 2, 2026)

Microsoft's September 2, 2026 Form 8-K, furnished under Regulation FD, announces a restructuring of its reportable segments effective fiscal 2027. The company will move from three segments (Productivity and Business Processes, Intelligent Cloud, and More Personal Computing) to two: Agents and Infra, and Devices and Consumer. The filing is a presentation of reporting changes, not a results release. It does not report new quarterly results or change consolidated guidance. Its purpose is to align segment reporting with how management allocates resources and to give investors more granular visibility into key businesses such as Azure, Microsoft 365 Cloud, Industry solutions, and advertising. The restated history shows the economic weight of the new structure. For fiscal 2026, Agents and Infra generated $268.1 billion of revenue (about 81% of the $331.8 billion total) and $136.4 billion of operating income. Devices and Consumer generated $63.7 billion of revenue and $18.9 billion of operating income. Total company revenue and operating income are unchanged. Several metrics move between segments: GitHub cloud and Security Copilot shift into Microsoft 365 commercial cloud, Healthcare and Life Sciences cloud and LinkedIn Talent and Sales Solutions move into Industry solutions cloud, and LinkedIn Marketing Solutions and Premium Subscriptions move into search and advertising. Azure's definition narrows as a result. Restated Azure growth for fiscal 2026 is 40%, versus 41% (GAAP) as previously reported. For fiscal 2027 Q1, management kept total company revenue guidance at $89.85 to $90.95 billion and provided mechanical reallocations: Agents and Infra revenue of $75.15 to $75.75 billion and Devices and Consumer revenue of $14.7 to $15.2 billion. Investors should treat the change as a presentation shift that improves comparability of the cloud and advertising franchises. The filing does not alter the underlying economics, and the new metric definitions should be used carefully when comparing against prior-period disclosures.

Sep 2, 2026 8-K

MICROSOFT CORP 8-K Report, Financial Results (Jul 29, 2026)

Microsoft reported fiscal Q4 2026 (quarter ended June 30, 2026) revenue of $90.0 billion, up 18% (17% in constant currency), with operating income of $40.6 billion (up 18%) and GAAP diluted EPS of $4.81 (up 32%). Excluding the impact of OpenAI investments, non-GAAP diluted EPS was $4.74, up 23%, and non-GAAP net income was $35.3 billion, up 22%. Management attributed a $0.27 benefit to diluted EPS versus its April 29, 2026 guidance to discrete items, chiefly a $3.2 billion gain on the Anthropic investment and lower-than-expected Voluntary Retirement Program expenses, partly offset by Xbox severance and impairment charges. Management said that, adjusted for these items, results exceeded expectations across revenue, operating income, and EPS. Growth was driven by the cloud and AI franchise. Microsoft Cloud revenue reached $59.3 billion (up 27%), and commercial remaining performance obligation rose 84% to $678 billion, a strong signal of forward contracted demand. Azure and other cloud services grew 43%, and Azure revenue surpassed $100 billion for the fiscal year for the first time. Microsoft 365 Copilot reached over 30 million paid seats. Intelligent Cloud revenue rose 32% to $39.3 billion, while Productivity and Business Processes grew 14% to $37.8 billion. More Personal Computing declined 4%, with Windows OEM and Devices down 7% and Xbox content and services down 10%. Capital intensity remains the key watch item. Quarterly additions to property and equipment were $35.8 billion, up from $17.1 billion a year earlier, and fiscal 2026 capex totaled $115.9 billion. Operating cash flow of $182.9 billion for the year still comfortably covered capex, but free cash flow compressed relative to earnings growth. The company returned $10.2 billion to shareholders in the quarter. The filing contains no formal forward guidance; management stated it would provide guidance on the earnings call.

Jul 29, 2026 8-K

Leadership ChangesExhibits & Filings

MICROSOFT CORP 8-K Report, Executive Changes (Jun 5, 2026)

Microsoft Corporation (MSFT) has filed an 8-K report detailing the upcoming departure of a key board member, Reid Hoffman. Mr. Hoffman, who has served on the Board of Directors since 2017, has informed the company of his decision not to seek re-election at the upcoming 2026 annual shareholder meeting. This transition marks the end of his tenure, though he will continue to serve until the meeting concludes. Importantly, the company explicitly states that Mr. Hoffman's decision is not due to any disagreements with management regarding the company's operations, policies, or practices, providing reassurance to investors about internal stability.

Jun 5, 2026 8-K

MICROSOFT CORP 8-K Report, Executive Changes (May 14, 2026)

Microsoft Corp. (MSFT) filed an 8-K on May 14, 2026 disclosing the appointment of Carmine Di Sibio to its Board of Directors, effective May 13, 2026. Di Sibio is a former global chairman and CEO of EY, where he spent a four-decade career beginning in 1985. He will serve on both the Audit Committee and the Compensation Committee, and the board has expanded to 13 members as a result of the appointment. From an investor standpoint, this is a governance event rather than a financial one. The filing contains no financial results, guidance, or material transactions. Di Sibio will receive the same non-employee director compensation described in Microsoft's 2025 proxy statement, and he will sign the standard director indemnification agreement. The filing also states he has no material interest in any related-party transaction under Item 404(a) and was not selected under any arrangement with other parties. The appointment adds financial services, risk oversight, and global client leadership expertise to the board, with particular relevance to the Audit Committee. Investors may view it as a modest positive for board oversight quality, but it does not change Microsoft's near-term fundamentals. The filing does not indicate any dissent, controversy, or change in executive leadership.

May 14, 2026 8-K

MICROSOFT CORP 8-K Report, Financial Results (Apr 29, 2026)

Microsoft reported fiscal Q3 2026 results (quarter ended March 31, 2026) that beat expectations on revenue, operating income, and EPS. Revenue reached $82.9 billion, up 18% year-over-year (15% in constant currency), while operating income rose 20% to $38.4 billion. GAAP net income was $31.8 billion (up 23%), and diluted EPS was $4.27 (up 23%). Non-GAAP results, which exclude the small impact of OpenAI investment losses, showed net income up 20% and EPS up 21%, with the impact on EPS essentially negligible this quarter ($14 million net income impact versus $583 million a year earlier). The growth engine remained cloud and AI. Microsoft Cloud revenue rose 29% to $54.5 billion, Azure and other cloud services grew 40% (39% in constant currency), and the company said its AI business surpassed a $37 billion annual revenue run rate, up 123%. Commercial remaining performance obligation nearly doubled, up 99% to $627 billion, signaling substantial contracted future demand. Intelligent Cloud revenue grew 30% to $34.7 billion, and Productivity and Business Processes grew 17% to $35.0 billion. More Personal Computing was the laggard, declining 1% to $13.2 billion on softness in Windows OEM and Xbox. The balance sheet and cash flow highlight the scale of AI infrastructure spending. Additions to property and equipment reached $30.9 billion in the quarter (versus $16.7 billion a year ago), and nine-month capex totaled $80.1 billion. Operating cash flow of $46.7 billion comfortably funded this build-out, and Microsoft returned $10.2 billion to shareholders via dividends and buybacks. Total assets grew to $694 billion, with property and equipment up substantially. Forward guidance was not included in the release and was to be given on the earnings call.

Apr 29, 2026 8-K

Leadership ChangesShareholder Matters

MICROSOFT CORP 8-K Report, Financial Results (Jan 28, 2026)

Microsoft reported fiscal Q2 2026 results (quarter ended December 31, 2025) that beat expectations on the top and bottom lines, led by its cloud and AI franchises. Revenue rose 17% year over year to $81.3 billion (15% in constant currency), and operating income rose 21% to $38.3 billion. Microsoft Cloud revenue crossed $50 billion, reaching $51.5 billion (up 26%), and Azure and other cloud services grew 39%. Commercial remaining performance obligation (RPO) more than doubled, up 110% to $625 billion, which points to substantial contracted future demand. GAAP net income of $38.5 billion (diluted EPS $5.16) rose 60%, but this figure is inflated by a $7.6 billion pre-tax-equivalent net gain from OpenAI investments, worth $1.02 per share. Excluding that gain, non-GAAP net income was $30.9 billion (up 23%) and non-GAAP diluted EPS was $4.14 (up 24%). Investors should anchor on the non-GAAP figures for underlying operating performance, since the GAAP line is distorted by mark-to-market swings in the OpenAI stake. The company also returned $12.7 billion to shareholders via dividends and buybacks, up 32% year over year. The main watch item is capital intensity. Quarterly additions to property and equipment reached $29.9 billion, up from $15.8 billion a year earlier, and property and equipment net rose to $261 billion from $205 billion at June 30, 2025. Free cash flow therefore compressed meaningfully even as operating cash flow grew. The filing contains no forward guidance; management directed investors to the earnings call for outlook.

Jan 28, 2026 8-K

MICROSOFT CORP 8-K Report, Executive Changes (Dec 8, 2025)

Microsoft Corporation (MSFT) has filed an 8-K report detailing the outcomes of its 2025 Annual Shareholders Meeting held on December 5, 2025. The most significant development for investors is the overwhelming approval of the new "2026 Stock Plan," which will replace the existing 2017 plan. This plan is crucial for the company's ability to attract and retain talent, particularly in key areas like artificial intelligence, and its approval indicates shareholder confidence in management's compensation and equity-based incentive strategies. Furthermore, shareholders re-elected all 12 director nominees with strong support, demonstrating continued confidence in the board's oversight and strategic direction. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 was also ratified with substantial approval. While most shareholder proposals, particularly those related to AI risks and human rights, did not pass, the robust approval of management-backed proposals highlights a generally supportive shareholder base for the company's current leadership and operational strategies.

Dec 8, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

MICROSOFT CORP 8-K Report, Financial Results (Oct 29, 2025)

Microsoft reported first quarter fiscal 2026 results (quarter ended September 30, 2025) that beat on the headline lines, with revenue of $77.7 billion (up 18%, or 17% in constant currency), operating income of $38.0 billion (up 24%), and GAAP diluted EPS of $3.72 (up 13%). Growth was driven by the cloud franchise: Microsoft Cloud revenue reached $49.1 billion (up 26%), Azure and other cloud services grew 40%, and commercial remaining performance obligation rose 51% to $392 billion. Management, led by CFO Amy Hood, characterized the quarter as exceeding expectations across revenue, operating income, and EPS. Capital intensity remains a key watch item: additions to property and equipment were $19.4 billion in the quarter, up from $14.9 billion a year earlier, and free cash flow is under pressure from this buildout. GAAP net income was depressed by a $3.1 billion (about $0.41 per share) loss from investments in OpenAI, which Microsoft excludes from its non-GAAP results. On a non-GAAP basis, net income was $30.8 billion (up 22%) and diluted EPS was $4.13 (up 23%). Other expense, net, was $3.7 billion versus $0.3 billion a year earlier, reflecting this OpenAI-related charge. Investors should weigh the non-GAAP figures against the GAAP results, since the OpenAI losses are a recurring feature of the reporting period. The filing also furnished a blog post dated October 28, 2025 describing a new definitive agreement with OpenAI. Microsoft's stake in OpenAI Group PBC is valued at approximately $135 billion (about 27% on an as-converted diluted basis). Key terms include a $250 billion incremental Azure purchase commitment by OpenAI, the loss of Microsoft's right of first refusal as OpenAI's compute provider, IP rights extended through 2032, and an independent expert panel to verify any AGI declaration. Shareholder returns were $10.7 billion in the quarter through dividends and buybacks.

Oct 29, 2025 8-K

MICROSOFT CORP 8-K Report, Executive Changes (Sep 30, 2025)

Microsoft Corporation (MSFT) has filed a Current Report on Form 8-K to disclose the upcoming departure of a key board member. Carlos A. Rodriguez, a director on the Company's Board, has informed the Company of his decision not to seek re-election at the upcoming 2025 annual shareholder meeting. Mr. Rodriguez will continue in his role until the meeting concludes, ensuring a smooth transition. This departure is attributed to personal reasons and is explicitly stated to be unrelated to any disagreements with management regarding the company's operations, policies, or practices. Mr. Rodriguez has served as a director and held significant roles, including Chair of the Compensation Committee and a member of the Audit Committee, making his tenure noteworthy. The Company has expressed gratitude for his contributions.

Sep 30, 2025 8-K

Corporate ChangesExhibits & Filings

MICROSOFT CORP 8-K Report, Financial Results (Jul 30, 2025)

Microsoft reported fiscal Q4 2025 results (quarter ended June 30, 2025) that showed strong top- and bottom-line growth, led by its cloud and AI businesses. Revenue was $76.4 billion, up 18% (17% in constant currency), operating income rose 23% to $34.3 billion, and net income grew 24% to $27.2 billion, producing diluted EPS of $3.65, up 24%. Microsoft Cloud revenue reached $46.7 billion, up 27%, and Azure and other cloud services grew 39%. For the full fiscal year, revenue was $281.7 billion (up 15%), operating income $128.5 billion (up 17%), and net income $101.8 billion (up 16%), with diluted EPS of $13.64. Segment performance was broad-based. Intelligent Cloud revenue grew 26% to $29.9 billion, Productivity and Business Processes grew 16% to $33.1 billion, and More Personal Computing grew 9% to $13.5 billion, with Windows OEM and Devices up only 3%. Operating margin for the quarter was roughly 45%, compared with about 43% a year earlier, indicating operating leverage despite heavy spending. Capital expenditures on property and equipment were $17.1 billion in the quarter and $64.6 billion for the year, up sharply from $44.5 billion in fiscal 2024, and property and equipment net of depreciation climbed to $205.0 billion from $135.6 billion. Management returned $9.4 billion to shareholders in the quarter through dividends and buybacks. The filing itself is a furnished Item 2.02 report with the earnings press release as Exhibit 99.1, so the information is not deemed filed under Section 18 of the Exchange Act. The release provides no forward-looking guidance; management said it would provide guidance on the earnings call. Investors should therefore weigh the strong reported results against the rising capital intensity and the growing dependence on cloud and AI demand, and look to the call for outlook details.

Jul 30, 2025 8-K

MICROSOFT CORP 8-K Report, Bylaw Amendment (Jul 1, 2025)

Microsoft Corporation (MSFT) has filed a Current Report (8-K) on July 1, 2025, detailing amendments to its corporate bylaws, effective July 1, 2025. The primary change relates to the implementation of a 'cure process' for shareholder director nomination notices. This amendment allows the company to notify shareholders of any deficiencies in their nomination notices and provides an opportunity for shareholders to rectify these issues, provided the initial notice was submitted within the specified timeframe. This change is intended to streamline the director nomination process and ensure greater compliance with procedural requirements.

Jul 1, 2025 8-K

MICROSOFT CORP 8-K Report, Financial Results (Apr 30, 2025)

Microsoft reported fiscal Q3 2025 results (quarter ended March 31, 2025) that showed strong top- and bottom-line growth driven by its cloud and AI businesses. Revenue rose 13% year-over-year to $70.1 billion (15% in constant currency), operating income increased 16% to $32.0 billion, and net income grew 18% to $25.8 billion, with diluted EPS of $3.46, up 18% from $2.94. Microsoft Cloud revenue reached $42.4 billion, up 20%, and Azure and other cloud services grew 33%, making cloud and AI the clear engine of the quarter. Segment performance was broadly positive. Intelligent Cloud revenue rose 21% to $26.8 billion, Productivity and Business Processes grew 10% to $29.9 billion, and More Personal Computing grew 6% to $13.4 billion, with Windows OEM and Devices up only 3%. Operating margin for the quarter was roughly 46%. Cash generation remained robust, with operating cash flow of $37.0 billion for the quarter, but capital expenditures on property and equipment reached $16.7 billion, and total property and equipment rose sharply year-to-date, which investors will be watching closely as a driver of future depreciation. Microsoft returned $9.7 billion to shareholders through dividends and share repurchases during the quarter. The 8-K furnishes the earnings press release under Item 2.02 and does not include forward-looking guidance, which management said would be provided on the earnings call. Investors should therefore look to that call for outlook on Azure growth, capital spending, and margins.

Apr 30, 2025 8-K

MICROSOFT CORP 8-K Report, Financial Results (Jan 29, 2025)

Microsoft reported fiscal Q2 2025 results (quarter ended December 31, 2024) that showed robust top- and bottom-line growth, led by its cloud and AI businesses. Revenue rose 12% to $69.6 billion, operating income increased 17% to $31.7 billion (up 16% in constant currency), net income grew 10% to $24.1 billion, and diluted EPS reached $3.23, up 10% year over year. Management highlighted Microsoft Cloud revenue of $40.9 billion (up 21%) and an AI business with an annual revenue run rate above $13 billion, up 175% year over year. Growth was broad across segments. Intelligent Cloud revenue grew 19% to $25.5 billion, with Azure and other cloud services up 31%. Productivity and Business Processes revenue rose 14% to $29.4 billion, with Microsoft 365 Commercial cloud up 16% and Dynamics 365 up 19%. More Personal Computing was essentially flat at $14.7 billion, with Windows OEM and Devices up 4% and search and news advertising ex-TAC up 21%. Microsoft returned $9.7 billion to shareholders through dividends and buybacks in the quarter. For investors, the key watchpoints are capital intensity and margin trajectory. Additions to property and equipment reached $15.8 billion in the quarter (versus $9.7 billion a year earlier), and property and equipment net rose to $166.9 billion from $135.6 billion at June 30, 2024. Other expense swung to a $2.3 billion net expense, and the company stated it will provide forward guidance on its earnings call. This 8-K furnishes the press release under Item 2.02 and is not deemed filed for Exchange Act Section 18 purposes.

Jan 29, 2025 8-K

Shareholder MattersRegulation FD

MICROSOFT CORP 8-K Report, Executive Changes (Jan 22, 2025)

Microsoft Corporation (MSFT) announced a significant leadership change via an 8-K filing on January 22, 2025. Christopher D. Young, Executive Vice President of Business Development, Strategy, and Ventures, has resigned from his position, effective immediately. This departure marks the end of his tenure in this specific executive role. While Mr. Young is stepping down from his EVP position, he will continue to be employed by Microsoft in a supporting capacity until the end of March 2025. This transitional period is intended to ensure a smooth handover of his responsibilities. Investors should monitor future communications for updates on how his former duties will be reallocated and the impact on the company's strategic initiatives.

Jan 22, 2025 8-K

MICROSOFT CORP 8-K Report, Shareholder Vote Results (Dec 11, 2024)

Microsoft Corporation held its 2024 Annual Shareholders Meeting on December 10, 2024, where shareholders re-elected all 12 director nominees with strong approval margins, underscoring confidence in the current board's leadership. The advisory vote to approve named executive officer compensation also passed with significant support. Shareholders ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2025, a routine but important procedural vote. However, the meeting also saw the rejection of several shareholder proposals. These included proposals related to reports on the risks of weapons development, assessment of investing in Bitcoin, data operations in human rights hotspots, AI for oil and gas development, AI misinformation, and AI data sourcing accountability. This outcome suggests that the board's current approach to these matters aligns with the majority of shareholder sentiment on these specific issues. Additionally, Microsoft announced a significant event under Regulation FD: an expected impairment charge of approximately $800 million in the second quarter of fiscal year 2025. This charge stems from General Motors' decision to realign its autonomous driving strategy and cease funding Cruise's robotaxi development, impacting Microsoft's minority investment in Cruise. This is estimated to reduce second-quarter diluted earnings per share by approximately $0.09.

Dec 11, 2024 8-K

MICROSOFT CORP 8-K Report, Corporate Update (Dec 3, 2024)

Microsoft's December 3, 2024 Form 8-K is a recast filing, not a new financial report. It restates the three fiscal years ended June 30, 2024 (FY2022–FY2024) to reflect the segment reorganization Microsoft announced in August 2024, most notably moving the commercial components of Microsoft 365 into the Productivity and Business Processes segment. The filing states plainly that it is not a restatement: the consolidated balance sheets, income statements, and cash flow statements are unchanged, and the recast affects only segment-level and metric presentation (for example, Notes 9, 13, and 19). Investors should read it as a re-categorization that makes segment trends comparable going forward, not as a change to reported company-wide results. The practical investor takeaway is in the segment mix. Under the new structure, Productivity and Business Processes absorbs commercial Microsoft 365 revenue, which makes that segment larger and the combined commercial cloud business easier to track. The recast also changes how Microsoft reports growth metrics. It introduces a Microsoft 365 Commercial cloud revenue growth metric and combines Windows OEM and Devices into a single revenue growth metric. It also elevates cloud revenue growth metrics to reflect the company's strategic focus on cloud. Comparisons against older 10-K figures or prior-year segment numbers should therefore be made only on the recast basis. The filing is informational and does not update the FY2024 10-K for any post-year-end developments. For current results, investors should look to the Form 10-Q for the quarter ended September 30, 2024. The 8-K provides a cleaner baseline for analyzing where Microsoft's growth comes from, especially Azure and Microsoft 365 Commercial cloud, but it does not add new guidance or new financial results.

Dec 3, 2024 8-K

MICROSOFT CORP 8-K Report, Financial Results (Oct 30, 2024)

Microsoft reported fiscal Q1 2025 results (quarter ended September 30, 2024) showing broad-based growth. Revenue rose 16% to $65.6 billion, operating income rose 14% to $30.6 billion, and net income rose 11% to $24.7 billion, with diluted EPS of $3.30 (up 10%). Growth was largely driven by cloud and AI demand: Microsoft Cloud revenue reached $38.9 billion (up 22%), and Azure and other cloud services grew 33% (34% in constant currency). Constant currency effects were minimal, so reported and underlying growth are closely aligned. Segment performance was strong across the board. Productivity and Business Processes revenue grew 12% to $28.3 billion, with Microsoft 365 Commercial cloud up 15% and Dynamics 365 up 18%. Intelligent Cloud grew 20% to $24.1 billion, and More Personal Computing grew 17% to $13.2 billion. The More Personal Computing growth was flattered by the Activision acquisition, which contributed 53 points to Xbox content and services growth of 61%; Windows OEM and Devices grew only 2%. Management framed the results around AI-driven transformation and operating leverage, though the filing itself provides no forward-looking guidance, which was deferred to the earnings call. Balance sheet and cash flow data show continued heavy investment alongside strong cash generation. Operating cash flow was $34.2 billion, while additions to property and equipment reached $14.9 billion, up from $9.9 billion a year earlier, reflecting AI infrastructure build-out. Property and equipment, net, rose to $152.9 billion from $135.6 billion sequentially. Microsoft returned $9.0 billion to shareholders through dividends ($5.6 billion) and buybacks ($4.1 billion) during the quarter, and reduced short-term debt to zero from $6.7 billion.

Oct 30, 2024 8-K

MICROSOFT CORP 8-K Report, Regulation FD Disclosure (Aug 21, 2024)

Microsoft's August 21, 2024 Form 8-K, furnished under Regulation FD (Item 7.01), reports that the company posted a "Fiscal Year 2025 Investor Metrics" presentation (Exhibit 99.1) to its Investor Relations website. The filing contains no new financial results, guidance from a new earnings event, or material corporate events; its purpose is to explain upcoming changes to how Microsoft reports segments, KPIs, and its Q1 FY25 outlook so that investors can model the new structure before results are released. The filing is explicitly furnished rather than filed, so it carries no Section 18 liability. The most consequential change is a reorganization of the Microsoft 365 Commercial business. Commercial Microsoft 365 revenue, including Enterprise Mobility + Security and Power BI per-user revenue (previously in Azure) and Windows Commercial (previously in More Personal Computing), is now consolidated in the Productivity and Business Processes segment as "Microsoft 365 Commercial products and cloud services," with a new "Microsoft 365 Commercial cloud" KPI. Azure's reported growth rate is therefore now a more consumption-oriented metric. Other moves include Copilot Pro revenue shifting into Search and news advertising, Nuance Enterprise moving into Dynamics, and Windows and Devices being reported together. Several KPIs were restated, which affects comparability with FY24 figures. For Q1 FY25, the company said the changes are mechanical and do not alter underlying expectations, though it updated the segment and KPI guidance to match the new structure. Total revenue, cost, and expense outlook are unchanged apart from a sub-one-point foreign currency headwind to revenue growth. Investors should treat the restated KPI history, rather than the prior reported figures, as the baseline for trend analysis going forward.

Aug 21, 2024 8-K

MICROSOFT CORP 8-K Report, Financial Results (Jul 30, 2024)

Microsoft reported strong fourth-quarter fiscal 2024 results (quarter ended June 30, 2024), with revenue of $64.7 billion, up 15% (16% in constant currency), operating income of $27.9 billion, up 15%, and diluted EPS of $2.95, up 10%. The standout driver was the cloud franchise: Microsoft Cloud revenue reached $36.8 billion, up 21%, and Azure and other cloud services grew 29%. Management highlighted record bookings, and Intelligent Cloud revenue rose 19% to $28.5 billion, making it the fastest-growing segment alongside strength in Productivity and Business Processes. For the full fiscal year, revenue reached $245.1 billion (up 16%), operating income was $109.4 billion (up 24% GAAP, 22% non-GAAP), and diluted EPS was $11.80 (up 22% GAAP, 20% non-GAAP). Cash flow from operations rose to $118.5 billion from $87.6 billion, but capital intensity increased sharply: capital expenditures on property and equipment were $44.5 billion for the year versus $28.1 billion in the prior year, and acquisitions totaled $69.1 billion, largely reflecting the Activision Blizzard deal. Goodwill and intangible assets grew substantially, and total debt was rising, with new debt issuance of $24.4 billion during the year. The filing contains no quantitative forward guidance; Microsoft stated it would provide outlook on the earnings call. Investors will therefore focus on management's commentary about capacity constraints, AI infrastructure spending, and margin trajectory. Devices revenue declined 11%, a relative weak spot, while Xbox content and services growth of 61% was largely inorganic, driven by the Activision acquisition.

Jul 30, 2024 8-K

Regulation FDOther EventsExhibits & Filings

MICROSOFT CORP 8-K Report, Financial Results (Apr 25, 2024)

Microsoft's 8-K furnishes a press release reporting results for the fiscal third quarter ended March 31, 2024 (Q3 FY2024). Revenue rose 17% to $61.9 billion, operating income rose 23% to $27.6 billion, and diluted EPS rose 20% to $2.94. Microsoft Cloud revenue reached $35.1 billion, up 23%, and Azure and other cloud services grew 31%. Operating margin was about 44.6% and net margin about 35.5%. Growth was broad across the three segments: Intelligent Cloud up 21%, Productivity and Business Processes up 12%, and More Personal Computing up 17%. Xbox content and services grew 62%, but that figure includes 61 points of net impact from the Activision Blizzard acquisition. Devices revenue fell 17%. The company also returned $8.4 billion to shareholders through buybacks and dividends. The release states that Microsoft will provide forward-looking guidance on the earnings call rather than in this filing. The balance sheet and cash flow data show a major strategic shift. Nine-month acquisition spending was about $67.8 billion, largely reflecting Activision, and goodwill rose from $67.9 billion to $119.2 billion. Intangible assets rose to $28.8 billion. Total cash and short-term investments fell from $111.3 billion to $80.0 billion, and short-term debt of $20.5 billion appeared. Quarterly capital expenditures on property and equipment were $11.0 billion, up about 66% year over year, and nine-month capex reached $30.6 billion. Quarterly operating cash flow was $31.9 billion, up 31%. Free cash flow (operating cash flow less capex) was roughly $21.0 billion for the quarter. Investors will likely focus on whether the rising AI-related infrastructure spending continues to convert into cloud revenue growth. Several items warrant monitoring. Other income and expense swung to a $854 million net expense from $321 million of income a year earlier, which reduced pre-tax growth relative to operating income. The effective tax provision was about 17.9% for the quarter. The filing's forward-looking statements also flag risks including AI-related reputational and legal exposure, competition, cybersecurity, and regulatory scrutiny. Note that Item 2.02 states the information is furnished rather than filed, so it is not subject to Section 18 liability.

Apr 25, 2024 8-K/A

MICROSOFT CORP 8-K/A Report, Cybersecurity Incident (Mar 8, 2024)

Microsoft's Form 8-K/A amends its January 19, 2024 cybersecurity disclosure to report that the nation-state threat actor Midnight Blizzard (also known as NOBELIUM, a Russian state-sponsored group) has used information exfiltrated from a small percentage of employee email accounts to gain, or attempt to gain, unauthorized access to some of the company's source code repositories and internal systems. The company says the attack is ongoing, that further unauthorized access may occur, and that its investigation findings will continue to evolve. Management states the incident has not had a material impact on operations and that it has not yet determined the incident is reasonably likely to materially affect financial condition or results of operations. This is an important update because the scope has expanded beyond email into code and internal systems, which raises the risk profile of the intrusion even though no financial impact has been quantified. The accompanying blog (Exhibit 99.1) states that Microsoft has found no evidence that Microsoft-hosted customer-facing systems have been compromised. It also notes that the attacker is attempting to use secrets found in exfiltrated email, such as credentials shared between customers and Microsoft, and that Microsoft is contacting affected customers to help them mitigate risk. Password spray volume reportedly rose as much as tenfold in February 2024 compared with January. Microsoft says it has increased security investments, enhanced cross-enterprise coordination, and is working with federal law enforcement. For investors, the key questions are the eventual scope of access to source code, any customer-facing exposure, potential regulatory or legal consequences, and the costs of remediation. The filing provides no quantified financial estimates, and management explicitly notes that findings may change, so investors should monitor further 8-K updates and the company's periodic SEC reports.

Mar 8, 2024 8-K

Regulation FDOther EventsExhibits & Filings

MICROSOFT CORP 8-K Report, Financial Results (Jan 30, 2024)

Microsoft reported fiscal Q2 2024 results (quarter ended December 31, 2023) that beat the prior-year period across every headline metric. Revenue reached $62.0 billion, up 18% (16% in constant currency). GAAP operating income rose 33% to $27.0 billion, and diluted EPS was $2.93, up 33% on a GAAP basis. Excluding the prior-year severance, impairment, and lease consolidation charge, non-GAAP operating income grew 25% and non-GAAP EPS grew 26%. Management highlighted Microsoft Cloud revenue of $33.7 billion, up 24%, and Azure and other cloud services growth of 30%, which it attributed to AI being applied at scale across the tech stack. The quarter also included the first full-quarter contribution from the Activision Blizzard acquisition, completed October 13, 2023, which is reported in the More Personal Computing segment. Xbox content and services revenue rose 61%, with 55 points of that growth coming from the acquisition. Investors should note that the acquisition drove a large jump in acquisition-related cash outflows and balance sheet changes: goodwill rose to $118.9 billion from $67.9 billion, and net cash used in investing activities reached $71.9 billion in the quarter. Cash and short-term investments fell to $81.0 billion from $111.3 billion at June 30, 2023, while short-term debt increased to $27.0 billion. Microsoft returned $8.4 billion to shareholders through share repurchases and dividends during the quarter. The company did not provide forward-looking guidance in this 8-K, which stated that guidance would be given on the earnings call. The 8-K is furnished, not filed, under Item 2.02, so the press release information is not subject to Section 18 liability unless specifically incorporated by reference.

Jan 30, 2024 8-K

MICROSOFT CORP 8-K Report, Cybersecurity Incident (Jan 19, 2024)

Microsoft's January 19, 2024 Form 8-K discloses a cybersecurity incident under Item 1.05 (Material Cybersecurity Incidents). On January 12, 2024, Microsoft detected that a nation-state threat actor, which the company later identified as Midnight Blizzard (also known as Nobelium, a Russian state-sponsored group), had accessed and exfiltrated information from a very small percentage of employee email accounts beginning in late November 2023. The accounts included members of senior leadership and staff in cybersecurity, legal, and other functions. Microsoft removed the actor's access on or about January 13, 2024, and reports that the incident has not had a material impact on operations to date. The company has not yet determined whether the incident is reasonably likely to materially affect its financial condition or results of operations. The blog post furnished as Exhibit 99.1 states that the attacker used a password spray attack to compromise a legacy non-production test tenant account, then used that account's permissions to reach corporate email. Microsoft says the attack did not result from a vulnerability in its products or services, and that there is no evidence of access to customer environments, production systems, source code, or AI systems. Microsoft is notifying affected employees and relevant regulators about unauthorized access to personal information, and is working with law enforcement. The company also said it will apply current security standards to legacy systems and internal business processes even where this may disrupt operations, which signals near-term operational friction tied to its Secure Future Initiative. For investors, the key open questions are the scope of exfiltrated data, any regulatory or legal exposure from the personal-information disclosures, and whether remediation costs or operational disruption become material. The filing does not quantify any financial impact, and Microsoft has said it will provide further updates as its investigation continues.

Jan 19, 2024 8-K

Shareholder Matters

MICROSOFT CORP 8-K Report, Shareholder Vote Results (Dec 8, 2023)

Microsoft Corporation (MSFT) filed an 8-K on December 7, 2023, detailing the results of its 2023 Annual Shareholders Meeting held on December 6, 2023. The meeting saw overwhelming shareholder support for the re-election of all twelve director nominees and the approval of the company's executive compensation on an advisory basis. Shareholders also overwhelmingly ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2024. While core corporate governance matters received strong backing, a notable trend was the rejection of all thirteen shareholder proposals. These proposals covered a range of ESG (Environmental, Social, and Governance) topics, including gender-based compensation gaps, EEO policy ideology, government takedown requests, weapons development, climate risks, tax transparency, data operations in human rights hotspots, political reporting, and AI misinformation. The consistent rejection of these proposals indicates that the board's current approach to these issues aligns with the majority of shareholder votes cast.

Dec 8, 2023 8-K

MICROSOFT CORP 8-K Report, Corporate Update (Nov 6, 2023)

Microsoft Corporation (MSFT) has successfully completed the early settlement of its exchange offers and consent solicitations for existing Activision Blizzard notes. This action involved exchanging a significant principal amount of Activision Blizzard's outstanding senior notes for new notes issued by Microsoft and some cash. The exchange was part of the integration following Microsoft's acquisition of Activision Blizzard, aiming to simplify the capital structure and align debt obligations. This move effectively retired over $3 billion in Activision Blizzard debt and replaced it with Microsoft's own senior unsecured debt. Concurrently, Microsoft executed amendments to the indentures governing the remaining Activision Blizzard notes, which are intended to eliminate certain covenants and restrictive provisions. This action streamlines the debt management and could lead to reduced administrative complexity.

Nov 6, 2023 8-K

MICROSOFT CORP 8-K Report, Corporate Update (Oct 30, 2023)

On October 27, 2023, Microsoft reported early results of its exchange offers and consent solicitations for notes issued by its wholly-owned subsidiary Activision Blizzard, Inc. Holders tendered a substantial majority of the five outstanding Activision Blizzard note series by the early tender date, with participation ranging from roughly 88% to 98% of principal. Activision Blizzard received the consents needed to adopt the proposed amendments for all five series, and supplemental indentures are expected to take effect on the early settlement date of November 6, 2023. Under the exchange, eligible holders receive $970 principal amount of new Microsoft notes per $1,000 of Activision notes tendered by the early tender date (plus $1,000 of new notes and $1.00 cash for early tenders under the total consideration column). Tenders after the early tender date through the November 14, 2023 expiration receive the lower exchange consideration. The offers cap the new Microsoft notes at $3.65 billion aggregate principal, and the tendered amounts shown total roughly $3.55 billion, so the exchange largely consumes that capacity. The new notes are unregistered, and Microsoft expects to file a registration statement within 450 days of the early settlement date. For investors, this is primarily a debt-management and balance-sheet transaction tied to the Activision Blizzard acquisition: Microsoft is refinancing subsidiary debt into its own obligations at a discount to par, which simplifies the capital structure and shifts the liabilities to the parent's credit. The filing does not disclose financial impact on earnings, cash flow, or leverage, and the outcome depends on final participation through the expiration date.

Oct 30, 2023 8-K

MICROSOFT CORP 8-K Report, Financial Results (Oct 24, 2023)

Microsoft reported fiscal Q1 2024 results (quarter ended September 30, 2023) that beat its prior-year comparables across the board. Revenue rose 13% to $56.5 billion (up 12% in constant currency), operating income rose 25% to $26.9 billion, and net income rose 27% to $22.3 billion. Diluted EPS of $2.99 was up 27% from $2.35. Microsoft Cloud revenue reached $31.8 billion, up 24%, and Azure and other cloud services grew 29% (28% in constant currency). These are the headline figures investors will focus on, and they show broad-based growth with operating leverage, since operating income grew roughly twice as fast as revenue. Segment performance was mixed. Intelligent Cloud revenue grew 19% to $24.3 billion and operating income rose 31% to $11.8 billion, making it the main growth engine. Productivity and Business Processes revenue grew 13% to $18.6 billion, with Office 365 Commercial up 18% and Dynamics 365 up 28%. More Personal Computing revenue grew only 3% to $13.7 billion, held back by a 22% decline in Devices, although Windows and Xbox content and services grew. Management emphasized AI and copilots as the strategic driver, but the release contains no forward-looking guidance; that was deferred to the earnings call. Balance sheet and capital allocation changed notably in the quarter. Cash and short-term investments rose to $144.0 billion from $111.3 billion, largely reflecting $18.7 billion of short-term debt issuance and $7.1 billion of new long-term debt. Operating cash flow was $30.6 billion, while capital expenditures on property and equipment were $9.9 billion, up from $6.3 billion, signaling heavy AI and cloud infrastructure investment. Microsoft returned $9.1 billion to shareholders through buybacks ($4.8 billion) and dividends ($5.1 billion). Note that the $4.8 billion repurchase figure is well below the $5.6 billion of the prior-year quarter.

Oct 24, 2023 8-K

Acquisitions & Dispositions

MICROSOFT CORP 8-K Report, Corporate Update (Oct 16, 2023)

On October 16, 2023, Microsoft filed an 8-K disclosing that it has commenced exchange offers and consent solicitations tied to the previously announced acquisition of Activision Blizzard, which is being merged into a Microsoft wholly owned subsidiary with Activision Blizzard surviving as a wholly owned Microsoft subsidiary. Microsoft is offering to exchange any and all outstanding Activision Blizzard senior notes across five series (maturing 2026, 2027, 2030, 2047 and 2050) for new Microsoft notes of up to $3.65 billion aggregate principal amount, plus cash. Holders tendering by the Early Tender Date (5:00 p.m. NYC time, October 27, 2023) receive $1,000 principal amount of new Microsoft notes plus $1.00 cash per $1,000 tendered, while later tenders through the Expiration Date (November 14, 2023) receive $970 of new notes per $1,000, a difference of roughly 3% that incentivizes early participation. Concurrently, Activision Blizzard is soliciting consents to eliminate certain covenants, restrictive provisions and events of default from the corresponding indentures. Consents can only be delivered by tendering notes, so the consent solicitation effectively stripping protections is tied to participation in the exchange. The exchange offers are conditioned on completion of all the other offers, though Microsoft may waive this condition, and Microsoft may terminate, amend or extend the offers at its discretion. The new Microsoft notes are unregistered and offered only to qualified institutional buyers and eligible non-U.S. persons, with Microsoft committing to file a registration statement for an exchange offer within 450 days of settlement. For investors, this is a debt-refinancing and integration step rather than a change to Microsoft's operating results. The filing does not disclose the financial impact of the transaction, but it shows Microsoft absorbing and restructuring Activision Blizzard's debt on its own balance sheet, with the amount exchanged capped at $3.65 billion. Holders of Activision Blizzard notes are the parties most directly affected, as the proposed amendments reduce their contractual protections if they tender.

Oct 16, 2023 8-K

MICROSOFT CORP 8-K Report, Acquisition Completed (Oct 13, 2023)

Microsoft Corporation announced the successful completion of its acquisition of Activision Blizzard, Inc. on October 13, 2023. This significant event, finalized through a merger agreement initiated in January 2022, marks a pivotal moment for Microsoft, integrating a major player in the video game industry into its portfolio. The acquisition was structured as a cash-and-stock deal, with Activision Blizzard shareholders receiving $95.00 in cash per share for their holdings, excluding certain treasury shares and those with appraisal rights. This transaction is expected to significantly bolster Microsoft's presence in the gaming market, particularly through popular franchises like Call of Duty, Warcraft, and Candy Crush. Investors should note the strategic implications of this acquisition, which enhances Microsoft's content library and its competitive position in the rapidly evolving gaming and metaverse landscapes. The assumption of unvested Activision Blizzard options and stock-based awards by Microsoft, converted into Microsoft common stock-based awards, is also a key detail for understanding the full financial impact.

Oct 13, 2023 8-K

MICROSOFT CORP 8-K Report, Corporate Update (Oct 11, 2023)

On October 11, 2023, Microsoft disclosed that it received Notices of Proposed Adjustment (NOPAs) from the IRS on September 26, 2023, covering tax years 2004 to 2013. The IRS is seeking an additional $28.9 billion in tax plus penalties and interest, with the core dispute centered on intercompany transfer pricing, specifically how profits were allocated among subsidiaries under cost-sharing arrangements for intellectual property development. The NOPAs mark the close of the IRS audit phase for those years and the start of the administrative appeals process. Microsoft disagrees with the proposed adjustments and says it will contest them through IRS Appeals and, if necessary, the courts. The company states that it believes its income tax contingency allowances were adequate as of September 30, 2023, and does not expect a final resolution within 12 months or a significant change to its tax contingencies for these issues over that period. Management also notes that taxes paid under the Tax Cuts and Jobs Act could reduce the final amount owed by up to $10 billion, a factor not reflected in the proposed adjustments. For investors, the headline figure is large relative to annual earnings, but the filing signals a multi-year resolution timeline with no near-term P&L or cash flow impact expected under current accounting assumptions. The key uncertainties are the ultimate outcome of the appeals process, the size of any TCJA offset, and whether penalties and interest accrue further over time. The 8-K itself is informational, and the company commits to updating investors through its periodic reports.

Oct 11, 2023 8-K

Corporate ChangesExhibits & Filings

MICROSOFT CORP 8-K Report, Financial Results (Jul 25, 2023)

Microsoft reported fiscal Q4 2023 (quarter ended June 30, 2023) results that beat the prior-year period on every headline line. Revenue was $56.2 billion, up 8% (10% in constant currency), operating income was $24.3 billion, up 18%, net income was $20.1 billion, up 20%, and diluted EPS was $2.69, up 21%. Microsoft Cloud revenue reached $30.3 billion, up 21% (23% in constant currency), which management highlighted as the main growth engine. Azure and other cloud services grew 26%, and Dynamics 365 grew 26%. Management tied the results to the company's push to lead the new AI platform shift. The quality of the quarter is mixed. Operating margin expansion was helped by a change in the accounting estimate for the useful lives of server and network equipment, which reduced depreciation expense. Without that change, gross margin percentage would have increased only slightly. Operating expenses also included a charge tied to a preliminary draft decision from the Irish Data Protection Commission. More Personal Computing revenue fell 4%, driven by a 12% decline in Windows OEM and a 20% decline in Devices, reflecting continued PC market weakness. Management noted that Windows OEM benefited from roughly 7 points of early back-to-school inventory builds. For the full fiscal year 2023, revenue was $211.9 billion, up 7% (11% in constant currency). GAAP operating income was $88.5 billion, and non-GAAP operating income was $89.7 billion, excluding a $1.2 billion charge tied to the January 2023 workforce and hardware decisions. Microsoft returned $9.7 billion to shareholders in the quarter through buybacks and dividends. Remaining performance obligations reached $229 billion, with about 45% expected to be recognized over the next 12 months. The company did not provide forward-looking guidance in this release, which was deferred to the earnings call.

Jul 25, 2023 8-K

MICROSOFT CORP 8-K Report, Bylaw Amendment (Jul 3, 2023)

Microsoft Corporation (MSFT) filed an 8-K on July 3, 2023, reporting amendments to its corporate Bylaws, effective July 1, 2023. These changes primarily focus on refining proxy solicitation rules and director nomination procedures to enhance corporate governance and shareholder engagement. Notably, the amendments require proxy solicitors to use a non-white proxy card color and clarify the authority of the meeting Chair in determining the validity of nominations and other submitted matters. They also implement specific procedural and other requirements for director nominations, including adherence to Rule 14a-19 of the Securities Exchange Act of 1934.

Jul 3, 2023 8-K

MICROSOFT CORP 8-K Report, Financial Results (Apr 25, 2023)

Microsoft reported fiscal Q3 2023 results (quarter ended March 31, 2023) that beat the prior-year period on every headline line. Revenue was $52.9 billion, up 7% (10% in constant currency). Operating income rose 10% to $22.4 billion (15% constant currency), net income rose 9% to $18.3 billion, and diluted EPS was $2.45, up 10% (14% constant currency). The constant-currency figures are materially stronger than reported growth, indicating a meaningful foreign exchange headwind of roughly $1.5 billion to revenue this quarter. The growth engine was the Microsoft Cloud, which generated $28.5 billion in revenue, up 22% (25% constant currency). Intelligent Cloud revenue rose 16% to $22.1 billion, with Azure and other cloud services growing 27% (31% constant currency). Productivity and Business Processes grew 11% to $17.5 billion, led by Dynamics 365 (+25%) and Office 365 Commercial (+14%). More Personal Computing was the weak spot, with revenue down 9% to $13.3 billion, driven by a 28% decline in Windows OEM and a 30% decline in Devices, partly offset by growth in Windows Commercial and Xbox. Management framed the results around AI, stating that AI models combined with natural language interfaces would create "a new era of computing." Capital allocation remained shareholder-friendly, with $9.7 billion returned through buybacks and dividends during the quarter. Quarterly operating cash flow was $24.4 billion, while capital expenditures on property and equipment were $6.6 billion, a 24% increase year over year, which signals continued heavy AI and cloud infrastructure investment. Investors should note that the release contains no forward guidance; management said it would provide guidance on the earnings call, so the outlook must be assessed from that call and the supplemental materials.

Apr 25, 2023 8-K

MICROSOFT CORP 8-K Report, Financial Results (Jan 24, 2023)

Microsoft's fiscal Q2 2023 results (quarter ended December 31, 2022) show revenue of $52.7 billion, up 2% year over year, with Microsoft Cloud revenue of $27.1 billion, up 22% (29% in constant currency). The top line was supported by Intelligent Cloud (up 18%, led by Azure and other cloud services growth of 31%) and Productivity and Business Processes (up 7%), offset by a 19% decline in More Personal Computing, driven largely by a 39% drop in Windows OEM and Devices revenue. Profitability was pressured by charges tied to the January 18, 2023 strategic reprioritization decisions, including $800 million in severance, hardware-related impairments, and lease consolidation costs totaling roughly $1.2 billion in operating expense. GAAP operating income fell 8% to $20.4 billion and GAAP diluted EPS fell 11% to $2.20. Excluding these charges, non-GAAP operating income declined 3% to $21.6 billion and non-GAAP diluted EPS declined 6% to $2.32. Constant-currency non-GAAP operating income grew 6%, indicating that foreign exchange was a meaningful headwind to reported results. For investors, the key takeaways are the strength of cloud and AI-related demand, the weakness in PC-related businesses, and the margin pressure from restructuring costs. Shareholder returns were $9.7 billion in the quarter via buybacks and dividends, down 11% year over year. The company did not provide quarterly guidance in this release; forward-looking outlook was reserved for the earnings call.

Jan 24, 2023 8-K

MICROSOFT CORP 8-K Report, Regulation FD Disclosure (Jan 18, 2023)

On January 18, 2023, Microsoft disclosed via Form 8-K (Item 7.01, Regulation FD) an employee communication outlining a series of cost-realignment actions in response to macroeconomic conditions and shifting customer priorities. The core actions are a workforce reduction of approximately 10,000 employees (less than 5% of the total employee base) to be completed by the end of fiscal Q3 2023, changes to the hardware portfolio, and lease consolidation to increase density across workspaces. The company expects these actions to produce a pre-tax charge of $1.2 billion in fiscal Q2 2023, representing a $0.12 negative impact on diluted earnings per share. The charge is largely severance-related, with the remainder tied to hardware portfolio changes and lease consolidation. Management framed the moves as aligning the cost structure with revenue and customer demand while continuing to invest capital and talent in areas of secular growth, notably AI, which CEO Satya Nadella described as the next major wave of computing. For investors, the key takeaways are that the restructuring is a one-time, quantified hit to near-term GAAP earnings rather than a signal of a broader earnings reset, and that management is signaling a deliberate shift toward cost discipline and AI-focused investment. The filing does not provide revenue guidance changes, so the impact on forward growth expectations and margins will depend on how efficiently the savings are realized over subsequent quarters.

Jan 18, 2023 8-K

Shareholder Matters

MICROSOFT CORP 8-K Report, Shareholder Vote Results (Dec 16, 2022)

This 8-K filing reports on the outcomes of Microsoft Corporation's 2022 Annual Shareholders Meeting held on December 13, 2022. The primary focus for investors is the strong shareholder support for the company's leadership and strategic direction, as evidenced by the overwhelming re-election of all twelve director nominees. Additionally, shareholders advisory approved the compensation of named executive officers and ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2023. While the company's core governance and financial oversight received robust approval, it's notable that all seven shareholder proposals presented at the meeting failed to gain majority approval. These proposals covered a range of topics including diversity and inclusion analysis, hiring practices for formerly incarcerated individuals, climate change impact of investments, government use of technology, military product development, and tax transparency. The consistent rejection of these proposals suggests shareholders are largely aligned with the company's current policies and disclosures in these areas.

Dec 16, 2022 8-K

MICROSOFT CORP 8-K Report, Financial Results (Oct 25, 2022)

Microsoft's first-quarter fiscal 2023 results (quarter ended September 30, 2022) show strong top-line growth driven by its cloud business, offset by a sharp year-over-year decline in GAAP net income and EPS. Revenue rose 11% to $50.1 billion (up 16% in constant currency), and operating income grew 6% to $21.5 billion (up 15% in constant currency). Microsoft Cloud revenue reached $25.7 billion, up 24% (up 31% in constant currency), and Azure and other cloud services grew 35% (42% in constant currency). Management characterized demand across commercial businesses as healthy, citing another quarter of solid bookings. The headline GAAP decline is largely distorted by a prior-year comparison. Net income fell 14% to $17.6 billion and diluted EPS fell 13% to $2.35, but the prior-year quarter included a $3.3 billion one-time net tax benefit from the transfer of intangible properties. On an as-adjusted basis excluding that benefit, net income rose 2% and diluted EPS rose 4% (11% in constant currency). The effective tax rate rose sharply to roughly 18.6% ($4.0 billion provision) from about 0.1% in the prior year, which is the primary driver of the GAAP earnings decline and a key item for investors to monitor. Foreign currency was a significant headwind, reducing reported revenue growth by about 5 percentage points and EPS growth by about 4 percentage points. Capital returns remained substantial, with $9.7 billion returned to shareholders through buybacks and dividends, down 11% year over year. Segment performance was mixed: Intelligent Cloud and Productivity and Business Processes grew strongly, while More Personal Computing was flat, with Windows OEM revenue down 15%. Management did not provide quantitative guidance in the release, deferring it to the earnings call.

Oct 25, 2022 8-K

MICROSOFT CORP 8-K Report, Financial Results (Jul 26, 2022)

Microsoft's 8-K (Item 2.02) furnishes its press release reporting fiscal Q4 2022 (quarter ended June 30, 2022) and full-year FY2022 results. Q4 revenue rose 12% to $51.9 billion (up 16% in constant currency), operating income rose 8% to $20.5 billion, and diluted EPS rose 3% to $2.23. Growth was led by Intelligent Cloud (revenue up 20%, Azure and other cloud services up 40%) and Productivity and Business Processes (up 13%, LinkedIn up 26%, Dynamics 365 up 31%). Microsoft Cloud revenue reached $25 billion, up 28%, and commercial bookings grew 25%. Management said the quarter was hurt by macroeconomic conditions, a stronger U.S. dollar ($595 million revenue and $0.04 EPS headwind), China production shutdowns and a weak PC market (over $300 million Windows OEM hit), and lower advertising spend (over $100 million hit to LinkedIn and Search/news). Microsoft also recorded $126 million in Russia-related charges and $113 million in severance tied to a strategic realignment of business groups. For the full fiscal year, revenue grew 18% to $198.3 billion, operating income grew 19% to $83.4 billion, and GAAP diluted EPS grew 20% to $9.65. Non-GAAP diluted EPS was $9.21, up 16%, excluding a $3.3 billion one-time tax benefit from transferring intangible properties. Shareholder returns in the quarter totaled $12.4 billion through buybacks and dividends, up 19% year over year. Remaining performance obligations were $193 billion, with about 45% expected to be recognized over the next 12 months. For investors, the headline is strong cloud-driven growth with some near-term macro pressure. Management did not provide forward guidance in this release; it deferred outlook to the earnings call, so the key open question for the new fiscal year is how demand, currency, and cost discipline trend.

Jul 26, 2022 8-K

MICROSOFT CORP 8-K Report, Regulation FD Disclosure (Jun 2, 2022)

Microsoft Corporation (MSFT) filed an 8-K on June 2, 2022, to provide updated financial guidance for the quarter ending June 30, 2022. The primary driver for this revision is unfavorable foreign exchange rate movements experienced through May of the quarter. The company has furnished a slide deck as Exhibit 99.1 to this report, which contains the revised guidance details. While specific figures are not detailed in the 8-K text itself, the issuance of updated guidance signals a potential deviation from previously communicated expectations. Investors should refer to the furnished slide deck (Exhibit 99.1) for the precise impact on revenue and earnings projections, and consider the implications of currency headwinds on Microsoft's global sales performance in the current fiscal quarter.

Jun 2, 2022 8-K

MICROSOFT CORP 8-K Report, Financial Results (Apr 26, 2022)

Microsoft reported fiscal Q3 2022 results (quarter ended March 31, 2022) that beat expectations on the top line and showed strong growth across its cloud franchise. Revenue rose 18% to $49.4 billion, operating income rose 19% to $20.4 billion, and GAAP diluted EPS was $2.22, up 9% (14% on a non-GAAP basis that excludes a prior-year India tax benefit). Management highlighted better-than-expected commercial bookings growth of 28% and Microsoft Cloud revenue of $23.4 billion, up 32% year over year, with Azure and other cloud services growing 46% (49% in constant currency). Intelligent Cloud was the standout segment, with revenue up 26% and operating income up 36% from the prior-year quarter based on the segment table. The quarter also included early contributions from the Nuance acquisition, which closed March 4, 2022, adding $111 million to revenue and reducing diluted EPS by $0.01. Foreign exchange was a headwind of roughly $302 million to revenue and $0.03 to EPS. Microsoft returned $12.4 billion to shareholders through buybacks and dividends, up 25% year over year. Net income grew 8% on a GAAP basis, but the comparison is distorted by a $620 million India tax benefit recorded in the prior-year period. Note that the release provides no updated guidance; management said forward-looking guidance would be given on the earnings call. For investors, the key takeaways are sustained double-digit growth at scale, accelerating cloud momentum, and a clear push into business applications and security through acquisitions. The main watch items are the balance sheet effects of rising acquisition spending (capex and acquisitions both increased sharply) and the currency headwinds. Overall, the filing points to a strong quarter driven by cloud demand.

Apr 26, 2022 8-K

MICROSOFT CORP 8-K Report, Financial Results (Jan 25, 2022)

Microsoft reported fiscal Q2 2022 results (quarter ended December 31, 2021) that showed broad-based growth. Revenue rose 20% to $51.7 billion, operating income increased 24% to $22.2 billion, and net income grew 21% to $18.8 billion. Diluted EPS was $2.48, up 22% year over year. Growth was led by the cloud: Microsoft Cloud revenue reached $22.1 billion, up 32%, and Azure and other cloud services grew 46%. Management attributed the strength to bookings growth driven by long-term Azure commitments. All three segments grew. Intelligent Cloud revenue rose 26% to $18.3 billion, Productivity and Business Processes rose 19% to $15.9 billion (with LinkedIn up 37% and Dynamics 365 up 45%), and More Personal Computing rose 15% to $17.5 billion. Currency had a negligible effect on reported growth; constant-currency growth matched GAAP growth at the consolidated level. Operating margin was roughly 43%, and gross margin was about 67%. Capital allocation remained shareholder-friendly. Microsoft returned $10.9 billion through buybacks and dividends, up 9% year over year. Capital expenditures on property and equipment were $5.9 billion in the quarter, up from $4.2 billion, which signals continued investment in cloud infrastructure. The company provided no forward guidance in this release; it said guidance would be given on the earnings call. Note that this 8-K is furnished, not filed, and the figures come from a press release.

Jan 25, 2022 8-K

MICROSOFT CORP 8-K Report, Regulation FD Disclosure (Jan 18, 2022)

On January 18, 2022, Microsoft (MSFT) disclosed via Form 8-K that it has entered into a definitive agreement to acquire Activision Blizzard (ATVI) for $95.00 per share in an all-cash transaction valued at $68.7 billion, inclusive of Activision Blizzard's net cash. The filing itself is brief, furnishing the press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) under Regulation FD rather than reporting new financial results. The deal is positioned as a major expansion of Microsoft's Gaming segment across mobile, PC, console, and cloud, and as a building block for its metaverse ambitions. Microsoft states that the combined business would become the world's third-largest gaming company by revenue, behind Tencent and Sony, and would bring franchises such as Call of Duty, Warcraft, Diablo, Overwatch, and Candy Crush into Game Pass. For investors, the key considerations are the transaction size relative to Microsoft's balance sheet, the expected accretion to non-GAAP EPS upon close, and the timing and conditions. Closing is subject to customary conditions, regulatory review, and Activision Blizzard shareholder approval, with completion expected in Microsoft's fiscal year ending June 2023. Both boards have approved the transaction. Advisors are Goldman Sachs and Simpson Thacher for Microsoft, and Allen & Company and Skadden for Activision Blizzard. Bobby Kotick will remain CEO of Activision Blizzard, and the business will report to Phil Spencer after closing. The filing also flags forward-looking risks, including failure to obtain regulatory or shareholder approvals, possible termination of the merger agreement, employee retention risk, integration challenges, and potential litigation. Because the information is furnished rather than filed, it is not subject to Section 18 liability, and investors should review the definitive proxy statement and subsequent regulatory filings for full terms, financing details, and deal economics.

Jan 18, 2022 8-K

Shareholder Matters

MICROSOFT CORP 8-K Report, Shareholder Vote Results (Nov 30, 2021)

This SEC 8-K filing details the results of Microsoft Corporation's 2021 Annual Shareholders Meeting held on November 30, 2021. The report indicates overwhelming shareholder support for key company governance and executive decisions. All twelve director nominees were re-elected with high approval margins, and the compensation of named executive officers received strong advisory backing (95.45% for). Furthermore, shareholders overwhelmingly approved the Microsoft Employee Stock Purchase Plan and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2022. Notably, the filing also outlines the outcome of several shareholder proposals. The company saw strong support for a proposal requesting a report on the effectiveness of workplace sexual harassment policies, which was approved. However, several other shareholder proposals, including those related to median pay gaps, prohibition of facial recognition technology sales to government entities, the Fair Chance Business Pledge, and lobbying activities alignment with company policies, were rejected by a majority of shareholders. This signifies a continued alignment between the board's recommendations and shareholder voting outcomes on most critical matters, while also highlighting areas where shareholder sentiment differed from management's stance.

Nov 30, 2021 8-K

MICROSOFT CORP 8-K Report, Financial Results (Oct 26, 2021)

Microsoft's first-quarter fiscal 2022 results (quarter ended September 30, 2021) showed strong top-line and profit growth. Revenue reached $45.3 billion, up 22% year over year, and GAAP operating income rose 27% to $20.2 billion. GAAP net income of $20.5 billion (up 48%) and diluted EPS of $2.71 (up 49%) were inflated by a one-time $3.3 billion net income tax benefit from transferring intangible properties from a Puerto Rico subsidiary to the United States. Excluding that benefit, non-GAAP net income was $17.2 billion (up 24%) and diluted EPS was $2.27 (up 25%), which is the more representative view of underlying earnings growth. The growth story was led by the cloud. Microsoft Cloud revenue hit $20.7 billion, up 36%, and Azure and other cloud services grew 50% (48% in constant currency). Intelligent Cloud revenue rose 31% to $17.0 billion and Productivity and Business Processes rose 22% to $15.0 billion, with Dynamics 365 (up 48%) and LinkedIn Marketing Solutions (up 61%) standing out. More Personal Computing grew 12% to $13.3 billion, though Surface revenue declined 17% and Xbox content and services grew only 2%. Capital allocation remained shareholder-friendly, with $10.9 billion returned through buybacks and dividends, up 14%. Cash and short-term investments were roughly flat sequentially at $130.6 billion, while long-term debt was little changed. Investors should note that the release contains no forward guidance, which was deferred to the earnings call, and that the filing itself is a furnished (not filed) 8-K, so the press release is not subject to Section 18 liability.

Oct 26, 2021 8-K

MICROSOFT CORP 8-K Report, Financial Results (Jul 27, 2021)

Microsoft reported fiscal Q4 2021 (quarter ended June 30, 2021) results that were strong across the board: revenue of $46.2 billion (up 21%), operating income of $19.1 billion (up 42%), net income of $16.5 billion (up 47%), and diluted EPS of $2.17 (up 49%). Fiscal year 2021 revenue reached $168.1 billion (up 18%), with GAAP diluted EPS of $8.05 and non-GAAP diluted EPS of $7.97 after excluding a $620 million one-time net income tax benefit tied to a favorable India Supreme Court withholding tax ruling. Management highlighted commercial cloud revenue growth of 36% to $19.5 billion and commercial bookings growth of 30%, with Azure revenue up 51% and Dynamics 365 up 49%. Commercial remaining performance obligations were a key forward indicator, totaling $146 billion, of which $141 billion is commercial, with roughly 50% expected to be recognized over the next 12 months. Margin expansion was a notable feature of the quarter. Commercial cloud gross margin percentage rose 4 points to 70%, and the company noted that a change in the estimated useful lives of server and network equipment helped gross margin percentage and reduced depreciation expense. Excluding that accounting change, management indicated gross margin percentage still improved, driven by cloud services efficiency. Operating expenses grew more modestly than revenue, reflecting disciplined spending alongside investments in cloud engineering, commercial sales, and gaming. Cash generation was robust, with fiscal year operating cash flow of $76.7 billion, and the company returned $10.4 billion to shareholders in the quarter through buybacks and dividends. Investors should note several caveats. Currency was a tailwind, contributing roughly 4 points to revenue growth in the quarter, and the useful-life change flatters reported margins and earnings. Segment performance was uneven: Surface revenue fell 20% and Windows OEM declined 3% amid PC supply chain constraints, and Xbox content and services declined 4%. The company did not provide forward guidance in this release; it was deferred to the earnings conference call. Overall, the filing reflects a company with accelerating cloud momentum, expanding margins, and strong capital returns, though the quarter benefited from a low prior-year comparable and certain one-time or accounting-related items.

Jul 27, 2021 8-K

MICROSOFT CORP 8-K Report, Corporate Update (Jul 8, 2021)

Microsoft Corporation (MSFT) announced on July 8, 2021, its intention to redeem all outstanding 2.125% Notes due December 6, 2021. This redemption is scheduled for September 6, 2021, and involves notes with a principal amount of €1,750,000,000. The redemption price will consist of the full principal amount plus any accrued and unpaid interest up to the redemption date. While this filing serves as an announcement, it is crucial for noteholders to consult the formal notice of redemption provided by the Trustee for specific details and instructions.

Jul 8, 2021 8-K

Other Events

MICROSOFT CORP 8-K Report, Corporate Update (Jun 17, 2021)

Microsoft Corporation (MSFT) announced a significant leadership transition on June 16, 2021, via an 8-K filing. The independent members of the board of directors have unanimously elected Satya Nadella, the current Chief Executive Officer, to the additional role of Chairman of the Board. This move consolidates significant leadership power within Nadella, who has been credited with driving Microsoft's recent strategic and financial successes. Furthermore, John W. Thompson has been appointed as the Lead Independent Director. This appointment reinforces the board's commitment to independent oversight, with Thompson taking on a key role in guiding the board's independent functions. Investors should view these changes as a signal of continued strategic direction under Nadella's leadership, coupled with strengthened independent governance.

Jun 17, 2021 8-K

MICROSOFT CORP 8-K Report, Executive Changes (May 20, 2021)

Microsoft Corporation (MSFT) has filed an 8-K detailing a significant executive transition, effective July 1, 2021. Jean-Phillipe Courtois, who has been an executive officer, will be stepping down from his executive officer role as of June 30, 2021. He will be moving into a new position within the company as Executive Vice President and President, National Transformation Partnerships.

May 20, 2021 8-K

MICROSOFT CORP 8-K Report, Financial Results (Apr 27, 2021)

Microsoft reported fiscal Q3 2021 (quarter ended March 31, 2021) results that beat the prior-year period across every major line item. Revenue rose 19% to $41.7 billion and operating income rose 31% to $17.0 billion. GAAP net income was $15.5 billion (up 44%) and GAAP diluted EPS was $2.03 (up 45%). Management highlighted $17.7 billion in commercial cloud revenue, up 33% year over year, and Azure growth of 50% (46% in constant currency), positioning the cloud as the primary growth engine. The headline GAAP figures are flattered by a one-time $620 million net income tax benefit, or $0.08 per diluted share, tied to a March 2021 India Supreme Court ruling that software sales are not subject to India withholding taxes. Excluding this item, non-GAAP net income was $14.8 billion (up 38%) and non-GAAP diluted EPS was $1.95 (up 39%). Investors should therefore anchor on the non-GAAP growth rates when assessing underlying momentum, though operating income, which the benefit does not affect, grew 31% on a GAAP basis. Segment results were broadly strong. Intelligent Cloud revenue grew 23% to $15.1 billion, Productivity and Business Processes grew 15% to $13.6 billion, and More Personal Computing grew 19% to $13.0 billion. Capital allocation remained shareholder-friendly, with $10.0 billion returned through buybacks and dividends. Operating cash flow for the quarter was $22.2 billion, while capital expenditures on property and equipment were $5.1 billion. Forward guidance was not included in the release and was deferred to the earnings call.

Apr 27, 2021 8-K