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MICROSOFT CORP

For the period ended Dec 31, 2025. Filed Jan 28, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Jan 28, 2026

MSFT$530.61-1.0%Stored close · as of Nov 6, 2026

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Notes to Financial Statements

(Unaudited)

NOTE 1 — ACCOUNTING POLICIES

Accounting Principles

Our unaudited interim consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Microsoft Corporation fiscal year 2025 Form 10-K filed with the U.S. Securities and Exchange Commission on July 30, 2025.

We have recast certain prior period amounts on our consolidated cash flows statements to conform to the current period presentation. The recast of these prior period amounts had no impact on our consolidated balance sheets, consolidated income statements, or net cash from (used in) operations, investing, or financing on our consolidated cash flows statements.

Principles of Consolidation

The consolidated financial statements include the accounts of Microsoft Corporation and its subsidiaries. Intercompany transactions and balances have been eliminated.

Estimates and Assumptions

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations, and determining the standalone selling price of performance obligations, variable consideration, and other obligations such as product returns and refunds; loss contingencies; the fair value of and/or potential impairment of goodwill and intangible assets for our reporting units; product life cycles; useful lives of our tangible and intangible assets; allowances for doubtful accounts; stock-based compensation forfeiture rates; when technological feasibility is achieved for our products; the potential outcome of uncertain tax positions that have been recognized in our consolidated financial statements or tax returns; and determining the timing and amount of impairments for investments. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties.

Financial Instruments

Investments

We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations.

Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, we employ a systematic methodology that considers available quantitative and qualitative evidence. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments.

Equity investments with readily determinable fair values are generally measured at fair value. Equity investments that are not recorded at fair value are measured using the equity method of accounting when required or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). For equity investments recorded at fair value, we perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in fair value are recorded in other income (expense), net. Equity method investments may be recorded on a lag of up to three months when sufficient financial information is not available in a timely manner. For equity method investments recorded on a lag, we recognize the impact of intervening events that have a material impact on our consolidated financial statements in the period in which they occurred.

Investments that are considered variable interest entities (“VIEs”) are evaluated to determine whether we are the primary beneficiary of the VIE, in which case we would be required to consolidate the entity. We evaluate whether we have (1) the power to direct the activities that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We have determined we are not the primary beneficiary of any of our VIE investments. Therefore, our VIE investments are not consolidated and the majority are accounted for under the equity method of accounting.

We have a long-term strategic partnership with OpenAI. In October 2025, we signed a new definitive agreement with OpenAI that extends this partnership. Additionally, OpenAI formed a public benefit corporation and completed a recapitalization (“OpenAI Recapitalization”). We have an investment of approximately 27 percent of OpenAI on an as-converted basis accounted for under the equity method of accounting. As a result of the OpenAI Recapitalization, we had a decrease in our proportionate ownership of OpenAI and recorded a dilution gain in other income (expense), net. Refer to Note 3 – Other Income (Expense), Net for additional information. We calculate our equity method income or loss using the hypothetical liquidation at book value (“HLBV”) method because our liquidation rights and priorities differ from our underlying ownership interest. Under the HLBV method, we recognize income or loss based on the change in the amount we would receive if the net assets of the investee were distributed at book value. We have made total funding commitments of $13 billion, of which $11.7 billion has been funded as of December 31, 2025.

Derivatives

Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

For derivative instruments designated as fair value hedges, gains and losses are recognized in other income (expense), net with offsetting gains and losses on the hedged items. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net.

For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in other income (expense), net with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net.

For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are primarily recognized in other income (expense), net.

Fair Value Measurements

We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. Our Level 1 investments include U.S. government securities, common and preferred stock, and mutual funds. Our Level 1 derivative assets and liabilities include those actively traded on exchanges.

Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Our Level 2 investments include commercial paper, certificates of deposit, U.S. agency securities, foreign government bonds, mortgage- and asset-backed securities, corporate notes and bonds, and municipal securities. Our Level 2 derivative assets and liabilities include certain cleared swap contracts and over-the-counter forward, option, and swap contracts.

Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 assets and liabilities include investments in corporate notes and bonds, municipal securities, and goodwill and intangible assets, when they are recorded at fair value due to an impairment charge. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.

We measure equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections.

Our other current financial assets and current financial liabilities have fair values that approximate their carrying values.

Contract Balances and Other Receivables

As of December 31, 2025 and June 30, 2025, long-term accounts receivable, net of allowance for doubtful accounts, was $5.3 billion and $5.2 billion, respectively, and is included in other long-term assets in our consolidated balance sheets.

As of December 31, 2025 and June 30, 2025, other receivables related to activities to facilitate the purchase of server components were $15.1 billion and $8.2 billion, respectively, and are included in other current assets in our consolidated balance sheets.

We record financing receivables when we offer certain customers the option to acquire our software products and services offerings through a financing program in a limited number of countries. As of December 31, 2025 and June 30, 2025, our financing receivables, net were $2.7 billion and $4.3 billion, respectively, for short-term and long-term financing receivables, which are included in other current assets and other long-term assets in our consolidated balance sheets.

We record an allowance for doubtful accounts which reflects our best estimate of credit losses inherent in the accounts receivable and financing receivable balances. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence.

Recent Accounting Guidance

Income Taxes – Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve income tax disclosures. The guidance requires additional disclosure of disaggregated income taxes paid and prescribes standardized categories for the components of the effective tax rate reconciliation. We will adopt the standard on the effective date in our annual reporting for fiscal year 2026. The standard can be applied either prospectively or retrospectively.

Income Statement – Disaggregation of Income Statement Expenses

In November 2024, the FASB issued a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on our consolidated income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for us beginning with our annual reporting for fiscal year 2028 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures.

NOTE 2 — EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

The components of basic and diluted EPS were as follows:

(In millions, except per share amounts)Three Months EndedDecember 31,Six Months EndedDecember 31,
2025202420252024
Net income available for common shareholders (A)$38,458$24,108$66,205$48,775
Weighted average outstanding shares of common stock (B)7,4317,4357,4327,434
Dilutive effect of stock-based awards29333135
Common stock and common stock equivalents (C)7,4607,4687,4637,469
Earnings Per Share
Basic (A/B)$5.18$3.24$8.91$6.56
Diluted (A/C)$5.16$3.23$8.87$6.53

Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.

NOTE 3 — OTHER INCOME (EXPENSE), NET

The components of other income (expense), net were as follows:

(In millions)Three Months EndedDecember 31,Six Months EndedDecember 31,
2025202420252024
Interest and dividends income$840$600$1,816$1,281
Interest expense(736)(594)(1,434)(1,176)
Net recognized gains (losses) on investments339(860)(233)(397)
Net gains (losses) on derivatives37(116)1,616(454)
Net gains (losses) on foreign currency remeasurements(50)(153)(72)23
Other, net9,541(1,165)4,618(1,848)
Total$9,971$(2,288)$6,311$(2,571)

Other income (expense), net included $10.0 billion and $5.9 billion of net gains for the three and six months ended December 31, 2025, respectively, and $1.2 billion and $1.9 billion of net losses for the three and six months ended December 31, 2024, respectively, from investments in OpenAI, primarily net recognized gains (losses) on our equity method investment reflected in Other, net. The net gains recorded for the three and six months ended December 31, 2025 primarily relate to the dilution gain from the OpenAI Recapitalization.

Net Recognized Gains (Losses) on Investments

Net recognized gains (losses) on debt investments were as follows:

(In millions)Three Months EndedDecember 31,Six Months EndedDecember 31,
2025202420252024
Realized gains from sales of available-for-sale securities$19$9$35$17
Realized losses from sales of available-for-sale securities(9)(19)(19)(34)
Impairments and allowance for credit losses(21)(14)(17)(2)
Total$(11)$(24)$(1)$(19)

Net recognized gains (losses) on equity investments were as follows:

(In millions)Three Months EndedDecember 31,Six Months EndedDecember 31,
2025202420252024
Net realized gains (losses) on investments sold$3$(8)$74$57
Net unrealized gains (losses) on investments still held38525(250)437
Impairments of investments(38)(853)(56)(872)
Total$350$(836)$(232)$(378)

NOTE 4 — INVESTMENTS

Investment Components

The components of investments were as follows:

(In millions)FairValueLevelAdjustedCostBasisUnrealizedGainsUnrealizedLossesRecordedBasisCashand CashEquivalentsShort-termInvestmentsEquityand OtherInvestments
Changes in Fair Value Recorded in Other Comprehensive Income
Commercial paperLevel 2$8,367$0$0$8,367$7,622$745$0
Certificates of depositLevel 23,506003,5063,0624440
U.S. government securitiesLevel 148,194147(1,046)47,2952,04545,2500
U.S. agency securitiesLevel 22,444002,44402,4440
Foreign government bondsLevel 240218(6)41404140
Mortgage- and asset-backed securitiesLevel 23,22719(21)3,22503,2250
Corporate notes and bondsLevel 212,162176(55)12,283012,2830
Corporate notes and bondsLevel 31,59712001,7170971,620
Municipal securitiesLevel 21701(6)16501650
Municipal securitiesLevel 31050(12)930930
Total debt investments$80,174$481$(1,146)$79,509$12,729$65,160$1,620
Changes in Fair Value Recorded in Net Income
Equity investmentsLevel 1$4,366$1,346$0$3,020
Equity investmentsOther16,5620016,562
Total equity investments$20,928$1,346$0$19,582
Cash$10,221$10,221$0$0
Derivatives, net (a)6060
Total$110,664$24,296$65,166$21,202
(In millions)FairValueLevelAdjustedCostBasisUnrealizedGainsUnrealizedLossesRecordedBasisCashand CashEquivalentsShort-termInvestmentsEquityand OtherInvestments
Changes in Fair Value Recorded in Other Comprehensive Income
Commercial paperLevel 2$10,880$0$0$10,880$9,939$941$0
Certificates of depositLevel 22,653002,6532,3093440
U.S. government securitiesLevel 152,87871(1,462)51,4874,74246,7450
U.S. agency securitiesLevel 22,686002,6864962,1900
Foreign government bondsLevel 234924(9)36403640
Mortgage- and asset-backed securitiesLevel 22,55810(27)2,54102,5410
Corporate notes and bondsLevel 210,763124(101)10,786010,7860
Corporate notes and bondsLevel 32,51165(5)2,57101112,460
Municipal securitiesLevel 22071(7)20102010
Municipal securitiesLevel 31040(14)900900
Total debt investments$85,589$295$(1,625)$84,259$17,486$64,313$2,460
Changes in Fair Value Recorded in Net Income
Equity investmentsLevel 1$4,577$1,045$0$3,532
Equity investmentsOther9,141009,141
Total equity investments$13,718$1,045$0$12,673
Cash$11,711$11,711$0$0
Derivatives, net (a)282010272
Total$109,970$30,242$64,323$15,405

(a)

Refer to Note 5 – Derivatives for further information on the fair value of our derivative instruments.

Equity investments presented as “Other” in the tables above include investments without readily determinable fair values measured at cost with adjustments for observable changes in price or impairments, measured using the equity method, or measured at fair value using net asset value as a practical expedient which are not categorized in the fair value hierarchy. As of December 31, 2025 and June 30, 2025, equity investments without readily determinable fair values measured at cost with adjustments for observable changes in price or impairments were $5.0 billion and $2.9 billion, respectively, and equity investments measured using the equity method were $11.5 billion and $6.0 billion, respectively.

Unrealized Losses on Debt Investments

Debt investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows:

Less than 12 Months · 12 Months or Greater · TotalUnrealizedLosses
(In millions) · Fair Value · UnrealizedLosses · Fair Value · UnrealizedLosses · TotalFair Value
U.S. government and agency securities$350$(4)$28,600$(1,042)$28,950$(1,046)
Foreign government bonds48(3)83(3)131(6)
Mortgage- and asset-backed securities00202(21)202(21)
Corporate notes and bonds432(2)2,318(53)2,750(55)
Municipal securities00162(18)162(18)
Total$830$(9)$31,365$(1,137)$32,195$(1,146)
Less than 12 Months · 12 Months or Greater · TotalUnrealizedLosses
(In millions) · Fair Value · UnrealizedLosses · Fair Value · UnrealizedLosses · TotalFair Value
U.S. government and agency securities$2,569$(51)$34,608$(1,411)$37,177$(1,462)
Foreign government bonds43(2)106(7)149(9)
Mortgage- and asset-backed securities841(4)189(23)1,030(27)
Corporate notes and bonds1,107(8)3,105(98)4,212(106)
Municipal securities00168(21)168(21)
Total$4,560$(65)$38,176$(1,560)$42,736$(1,625)

Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. Management does not believe any remaining unrealized losses represent impairments based on our evaluation of available evidence.

Debt Investment Maturities

The following table outlines maturities of our debt investments as of December 31, 2025:

(In millions)AdjustedCost BasisEstimatedFair Value
Due in one year or less$27,582$27,509
Due after one year through five years47,13646,511
Due after five years through 10 years4,1104,213
Due after 10 years1,3461,276
Total$80,174$79,509

NOTE 5 — DERIVATIVES

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

Foreign Currencies

Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures daily to maximize the economic effectiveness of our foreign currency hedge positions.

Foreign currency risks related to certain Euro-denominated debt are hedged using foreign exchange forward contracts that are designated as cash flow hedging instruments.

Certain options and forwards not designated as hedging instruments are also used to manage the variability in foreign exchange rates on certain balance sheet amounts and to manage other foreign currency exposures.

Interest Rate

Interest rate risks related to certain fixed-rate debt are hedged using interest rate swaps that are designated as fair value hedging instruments to effectively convert the fixed interest rates to floating interest rates.

Securities held in our fixed-income portfolio are subject to different interest rate risks based on their maturities. We manage the average maturity of our fixed-income portfolio to achieve economic returns that correlate to certain broad-based fixed-income indices using option, futures, and swap contracts. These contracts are not designated as hedging instruments and are included in “Other contracts” in the tables below.

Equity

Securities held in our equity investments portfolio are subject to market price risk. At times, we may hold options, futures, and swap contracts. These contracts are not designated as hedging instruments.

Credit

Our fixed-income portfolio is diversified and consists primarily of investment-grade securities. We use credit default swap contracts to manage credit exposures relative to broad-based indices and to facilitate portfolio diversification. These contracts are not designated as hedging instruments and are included in “Other contracts” in the tables below.

Credit-Risk-Related Contingent Features

Certain counterparty agreements for derivative instruments contain provisions that require our issued and outstanding long-term unsecured debt to maintain an investment grade credit rating and require us to maintain minimum liquidity of $1.0 billion. To the extent we fail to meet these requirements, we will be required to post collateral, similar to the standard convention related to over-the-counter derivatives. As of December 31, 2025, our long-term unsecured debt rating was AAA, and cash investments were in excess of $1.0 billion. As a result, no collateral was required to be posted.

The following table presents the notional amounts of our outstanding derivative instruments measured in U.S. dollar equivalents:

(In millions)December 31,2025June 30,2025
Designated as Hedging Instruments
Foreign exchange contracts purchased$1,492$1,492
Interest rate contracts purchased1,1661,150
Not Designated as Hedging Instruments
Foreign exchange contracts purchased8,88415,214
Foreign exchange contracts sold43,71043,307
Equity contracts purchased4,9435,434
Equity contracts sold2,1892,189
Other contracts purchased2,5782,769
Other contracts sold8781,242

Fair Values of Derivative Instruments

The following table presents our derivative instruments:

(In millions)DerivativeAssetsDerivativeLiabilitiesDerivativeAssetsDerivativeLiabilities
December 31,2025 · June 30,2025
Designated as Hedging Instruments
Foreign exchange contracts$78$(53)$89$(44)
Interest rate contracts140150
Not Designated as Hedging Instruments
Foreign exchange contracts173(438)248(809)
Equity contracts43(407)385(983)
Other contracts12(9)21(1)
Gross amounts of derivatives320(907)758(1,837)
Gross amounts of derivatives offset in the balance sheets(196)197(258)260
Cash collateral received0(73)0(99)
Net amounts of derivatives$124$(783)$500$(1,676)
Reported as
Short-term investments$6$0$10$0
Other current assets10402010
Equity and other investments002720
Other long-term assets140170
Other current liabilities0(715)0(1,639)
Other long-term liabilities0(68)0(37)
Total$124$(783)$500$(1,676)

Gross derivative assets and liabilities subject to legally enforceable master netting agreements for which we have elected to offset were $295 million and $902 million, respectively, as of December 31, 2025, and $452 million and $1.8 billion, respectively, as of June 30, 2025.

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

(In millions)Level 1Level 2Level 3Total
Derivative assets$0$314$6$320
Derivative liabilities0(907)0(907)
Derivative assets1474283758
Derivative liabilities0(1,832)(5)(1,837)

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

(In millions)Three Months Ended December 31,Six Months EndedDecember 31,
2025202420252024
Designated as Fair Value Hedging Instruments
Interest rate contracts
Derivatives$(1)$(18)$(2)$2
Hedged items(7)8(15)(24)
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Amount reclassified from accumulated other comprehensive loss(7)(106)(12)(57)
Not Designated as Hedging Instruments
Foreign exchange contracts(54)1,138327755
Equity contracts31(111)1610(459)
Other contracts6(26)6(2)

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

(In millions)Three Months EndedDecember 31,Six Months EndedDecember 31,
2025202420252024
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Included in effectiveness assessment$(9)$(50)$(16)$(21)

NOTE 6 — PROPERTY AND EQUIPMENT

Thecomponents of property and equipment were as follows:

(In millions)
December 31,2025June 30,2025
Land$9,698$9,338
Buildings and improvements163,986137,921
Leasehold improvements14,50012,117
Servers, network equipment, and software171,351132,836
Furniture and equipment6,5416,407
Total, at cost366,076298,619
Accumulated depreciation(104,950)(93,653)
Total, net$261,126$204,966

Depreciation expense was $7.9 billion and $15.0 billion for the three and six months ended December 31, 2025, respectively, and $5.2 billion and $9.9 billion for the three and six months ended December 31, 2024, respectively.

As of December 31, 2025 and June 30, 2025, purchases of property and equipment remaining in accounts payable were $23.1 billion and $6.9 billion, respectively.

NOTE 7— GOODWILL

Changes in the carrying amount of goodwill were as follows:

(In millions)June 30,2025AcquisitionsOtherDecember 31,2025
Productivity and Business Processes$31,457$26$21$31,504
Intelligent Cloud25,68936625,731
More Personal Computing62,36351962,387
Total$119,509$67$46$119,622

The measurement periods for the valuation of assets acquired and liabilities assumed end as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available, but do not exceed 12 months. Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.

Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the table above. Also included in “Other” are business dispositions and transfers between segments due to reorganizations, as applicable.

NOTE 8 — INTANGIBLE ASSETS

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

(In millions)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount
December 31,2025 · June 30,2025
Marketing-related$16,502$(4,300)$12,202$16,502$(3,901)$12,601
Technology-based22,726(16,830)5,89622,560(14,959)7,601
Customer-related4,278(2,357)1,9214,278(2,050)2,228
Contract-based343(73)270217(43)174
Total$43,849$(23,560)$20,289$43,557$(20,953)$22,604

Intangible assets amortization expense was $1.2 billion and $2.6 billion for the three and six months ended December 31, 2025, respectively, and $1.5 billion and $3.0 billion for the three and six months ended December 31, 2024, respectively.

The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2025:

(In millions)
Year Ending June 30,
2026 (excluding the six months ended December 31, 2025)$2,063
20273,000
20282,068
20291,879
20301,412
Thereafter9,867
Total$20,289

NOTE 9 — DEBT

The components of long-term debt were as follows:

(In millions, issuance by calendar year) · Maturities(calendar year) · Stated InterestRate · Effective InterestRate · December 31,2025 · June 30,2025
2009 issuance of $3.8 billion20395.20%5.24%$520$520
2010 issuance of $4.8 billion20404.50%4.57%486486
2011 issuance of $2.3 billion20415.30%5.36%718718
2012 issuance of $2.3 billion20423.50%3.57%454454
2013 issuance of $5.2 billion20433.75%–4.88%3.83%–4.92%314314
2013 issuance of €4.1 billion2028–20332.63%–3.13%2.69%–3.22%2,7012,700
2015 issuance of $23.8 billion2035–20553.50%–4.75%3.60%–4.78%4,5557,555
2016 issuance of $19.8 billion2026–20562.40%–3.95%2.46%–4.03%7,9307,930
2017 issuance of $17.1 billion2026–20573.30%–4.50%3.38%–5.49%6,8336,833
2020 issuance of $10.1 billion2030–20601.35%–2.68%2.53%–5.43%10,11110,111
2021 issuance of $8.2 billion2052–20622.92%–3.04%2.92%–3.04%8,1858,185
2023 issuance of $0.1 billion2026–20501.35%–4.50%5.16%–5.49%5656
2024 issuance of $3.3 billion2026–20501.35%–4.50%5.16%–5.49%3,3443,344
Total face value46,20749,206
Unamortized discount and issuance costs(1,117)(1,155)
Hedge fair value adjustments (a)(21)(36)
Premium on debt exchange(4,807)(4,864)
Total debt40,26243,151
Current portion of long-term debt(4,837)(2,999)
Long-term debt$35,425$40,152

(a)

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

As of December 31, 2025 and June 30, 2025, the estimated fair value of long-term debt, including the current portion, was $37.3 billion and $40.4 billion, respectively. The estimated fair values are based on Level 2 inputs.

Debt in the table above is comprised of senior unsecured obligations and ranks equally with our other outstanding obligations. Interest is paid semi-annually, except for the Euro-denominated debt, which is paid annually.

The following table outlines maturities of our long-term debt, including the current portion, as of December 31, 2025:

(In millions)
Year Ending June 30,
2026 (excluding the six months ended December 31, 2025)$0
20279,250
20280
20292,055
20300
Thereafter34,902
Total$46,207

NOTE 10 — INCOME TAXES

Effective Tax Rate

Our effective tax rate was 20% for both the three and six months ended December 31, 2025, and 18% for both the three and six months ended December 31, 2024. The increase in our effective tax rate for the three and six months ended December 31, 2025 compared to the prior year was primarily due to deferred tax expense attributable to the dilution gain from the OpenAI Recapitalization and changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.

Our effective tax rate was lower than the U.S. federal statutory rate for the three and six months ended December 31, 2025, primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland.

Uncertain Tax Positions

As of December 31, 2025 and June 30, 2025, unrecognized tax benefits and other income tax liabilities were $28.7 billion and $27.4 billion, respectively, and are included in long-term income taxes in our consolidated balance sheets.

We remain under audit by the IRS for tax years 2014 to 2017. With respect to the audit for tax years 2004 to 2013, on September 26, 2023, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. As of December 31, 2025, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings. We do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our income tax contingencies for these issues within the next 12 months.

We are subject to income tax in many jurisdictions outside the U.S., some of which are currently under audit by local tax authorities. The resolution of these audits is not expected to be material to our consolidated financial statements. Our operations in Ireland remain subject to examination for tax years 2021 and thereafter.

NOTE 11 — UNEARNED REVENUE

Unearned revenue by segment was as follows:

(In millions)
December 31,2025June 30,2025
Productivity and Business Processes$39,721$50,567
Intelligent Cloud11,43314,022
More Personal Computing2,8902,676
Total$54,044$67,265

Changes in unearned revenue were as follows:

(In millions)
Six Months Ended December 31, 2025
Balance, beginning of period$67,265
Deferral of revenue89,010
Recognition of unearned revenue(102,231)
Balance, end of period$54,044

Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue in future periods, was $631 billion as of December 31, 2025. Estimating revenue that will be allocated to remaining performance obligations can involve significant judgments, including identifying and assessing variable consideration and potential renegotiation of commitments. We consider factors such as the nature of the terms and duration of the contract across our portfolio of contracts. Revenue allocated to remaining performance obligations related to the commercial portion of revenue was $625 billion as of December 31, 2025, with a weighted average duration of approximately 2.5 years. We expect to recognize approximately 25% of both our total company remaining performance obligation revenue and commercial remaining performance obligation revenue over the next 12 months and the remainder thereafter.

NOTE 12 — LEASES

We have operating and finance leases for datacenters, corporate offices, research and development facilities, Microsoft Experience Centers, and certain equipment. Our leases have remaining lease terms of less than 1 year to 20 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year.

The components of lease expense were as follows:

(In millions)Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
Operating lease cost$1,742$1,293$3,397$2,453
Finance lease cost:
Amortization of right-of-use assets$1,277$830$2,450$1,524
Interest on lease liabilities6153371,161611
Total finance lease cost$1,892$1,167$3,611$2,135

Supplemental cash flow information related to leases was as follows:

(In millions)Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,506$962$3,161$2,169
Operating cash flows from finance leases6153191,161594
Financing cash flows from finance leases7014801,3401,282
Right-of-use assets obtained in exchange for lease obligations:
Operating leases1,4773,0982,8944,991
Finance leases6,3306,43515,47710,767

Supplemental balance sheet information related to leases was as follows:

(In millions, except lease term and discount rate)
December 31,2025June 30,2025
Operating Leases
Operating lease right-of-use assets$25,103$24,823
Other current liabilities$5,520$5,424
Operating lease liabilities17,34517,437
Total operating lease liabilities$22,865$22,861
Finance Leases
Property and equipment, at cost$73,201$53,876
Accumulated depreciation(12,556)(9,861)
Property and equipment, net$60,645$44,015
Other current liabilities$3,738$3,172
Other long-term liabilities56,41343,000
Total finance lease liabilities$60,151$46,172
Weighted Average Remaining Lease Term
Operating leases6 years6 years
Finance leases13 years13 years
Weighted Average Discount Rate
Operating leases3.6%3.5%
Finance leases4.3%4.2%

The following table outlines maturities of our lease liabilities as of December 31, 2025:

(In millions)
Year Ending June 30,Operating LeasesFinance Leases
2026 (excluding the six months ended December 31, 2025)$3,248$3,059
20275,8116,404
20284,0786,467
20292,8915,829
20302,3615,718
Thereafter7,19253,590
Total lease payments25,58181,067
Less imputed interest(2,716)(20,916)
Total$22,865$60,151

As of December 31, 2025, we had additional leases, primarily for datacenters, that had not yet commenced of $155.1 billion. These leases will commence between fiscal year 2026 and fiscal year 2031 with lease terms of 1 year to 20 years.

NOTE 13 — CONTINGENCIES

Irish Data Protection Commission Matter

In 2018, the Irish Data Protection Commission (“IDPC”) began investigating a complaint against LinkedIn as to whether LinkedIn’s targeted advertising practices violated the recently implemented European Union General Data Protection Regulation (“GDPR”). Microsoft cooperated throughout the period of inquiry. In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts. A preliminary hearing was held in December 2025.

Other Contingencies

We also are subject to a variety of other claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact in our consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

As of December 31, 2025, we accrued aggregate legal liabilities of $575 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $400 million in aggregate beyond recorded amounts are reasonably possible. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact in our consolidated financial statements for the period in which the effects become reasonably estimable.

NOTE 14— STOCKHOLDERS’ EQUITY

Share Repurchases

On September 14, 2021, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in November 2021 and was completed in April 2025.

On September 16, 2024, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in April 2025, following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time. As of December 31, 2025, $47.4 billion remained of this $60.0 billion share repurchase program.

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

(In millions)SharesAmountSharesAmount
Fiscal Year · 2026 · 2025
First Quarter8$3,9557$2,800
Second Quarter125,96483,500
Total20$9,91915$6,300

All repurchases were made using cash resources. Shares repurchased during fiscal year 2026 were under the share repurchase program approved on September 16, 2024. Shares repurchased during fiscal year 2025 were under the share repurchase program approved on September 14, 2021. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards of $1.5 billion and $3.1 billion for the three and six months ended December 31, 2025, respectively, and $1.5 billion and $2.8 billion for thethree and six months ended December 31, 2024, respectively.

Dividends

Our Board of Directors declared the following dividends:

Declaration DateRecord DatePayment DateDividendPer ShareAmount
Fiscal Year 2026 · (In millions)
September 15, 2025November 20, 2025December 11, 2025$0.91$6,762
December 2, 2025February 19, 2026March 12, 20260.916,760
Total$1.82$13,522
September 16, 2024November 21, 2024December 12, 2024$0.83$6,170
December 3, 2024February 20, 2025March 13, 20250.836,169
Total$1.66$12,339

The dividend declared on December 2, 2025 was included in other current liabilities as of December 31, 2025.

NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

(In millions)Three Months EndedDecember 31,Six Months EndedDecember 31,
2025202420252024
Derivatives
Balance, beginning of period$(11)$(13)$(8)$(3)
Unrealized losses, net of tax of $(2), $(13), $(4), and $(6)(9)(50)(16)(21)
Reclassification adjustments for losses included in other income (expense), net71061257
Tax benefit included in provision for income taxes(1)(22)(2)(12)
Amounts reclassified from accumulated other comprehensive loss6841045
Net change related to derivatives, net of tax of $(1), $9, $(2), and $6(3)34(6)24
Balance, end of period$(14)$21$(14)$21
Investments
Balance, beginning of period$(364)$(1,511)$(1,051)$(2,625)
Unrealized gains (losses), net of tax of $(45), $(121), $140, and $176(170)(453)525665
Reclassification adjustments for losses included in other income (expense), net1124119
Tax benefit included in provision for income taxes(2)(5)0(4)
Amounts reclassified from accumulated other comprehensive loss919115
Net change related to investments, net of tax of $(43), $(116), $140, and $180(161)(434)526680
Balance, end of period$(525)$(1,945)$(525)$(1,945)
Translation Adjustments and Other
Balance, beginning of period$(2,386)$(2,658)$(2,288)$(2,962)
Translation adjustments and other, net of tax of $0, $0, $0, and $0223(1,034)125(730)
Balance, end of period$(2,163)$(3,692)$(2,163)$(3,692)
Accumulated other comprehensive loss, end of period$(2,702)$(5,616)$(2,702)$(5,616)

NOTE 16 — SEGMENT INFORMATION AND GEOGRAPHIC DATA

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

Our reportable segments are described below.

Our Productivity and Business Processes segment consists of products and services in our portfolio of productivity, communication, and information services, spanning a variety of devices and platforms. This segment primarily comprises:

Microsoft 365 Commercial products and cloud services, including Microsoft 365 Commercial cloud, comprising Microsoft 365 Commercial, Enterprise Mobility + Security, the cloud portion of Windows Commercial, the per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, Microsoft 365 Security and Compliance, and Microsoft 365 Copilot; and Microsoft 365 Commercial products, comprising Windows Commercial on-premises and Office licensed on-premises.

Microsoft 365 Consumer products and cloud services, including Microsoft 365 Consumer subscriptions, Office licensed on-premises, and other consumer services.

LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions.

Dynamics products and cloud services, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate; and on-premises ERP and CRM applications.

Our Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that power modern business and developers. This segment primarily comprises:

Server products and cloud services, including Azure and other cloud services, comprising cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services; and Server products, comprising SQL Server, Windows Server, Visual Studio, System Center, related Client Access Licenses, and other on-premises offerings.

Enterprise and partner services, including Enterprise Support Services, Industry Solutions, Nuance professional services, Microsoft Partner Network, and Learning Experience.

Our More Personal Computing segment consists of products and services that put customers at the center of the experience with our technology. This segment primarily comprises:

Windows and Devices, including Windows OEM licensing (Windows Pro and non-Pro licenses sold through the OEM channel) and Devices, comprising Surface and PC accessories.

Gaming, including Xbox hardware and Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, and other cloud services.

Search and news advertising, comprising Bing and Copilot, Microsoft News, Microsoft Edge, and third-party affiliates.

Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from certain contracts is allocated among the segments based on the relative value of the underlying products and services, which can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit margin. Cost of revenue is allocated in certain cases based on a relative revenue methodology. Operating expenses that are allocated primarily include those relating to marketing of products and services from which multiple segments benefit and are generally allocated based on relative gross margin.

In addition, certain costs are incurred at a corporate level and allocated to our segments. These allocated costs generally include legal, including settlements and fines, information technology, human resources, finance, excise taxes, field selling, shared facilities services, customer service and support, and severance incurred as part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount.

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

(In millions)Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
Productivity and Business Processes
Revenue$34,116$29,437$67,136$57,754
Cost of revenue6,1105,56911,83110,863
Operating expenses7,4076,98314,29913,490
Operating income$20,599$16,885$41,006$33,401
Intelligent Cloud
Revenue$32,907$25,544$63,804$49,636
Cost of revenue13,5669,40525,88018,019
Operating expenses5,4685,28810,66010,263
Operating income$13,873$10,851$27,264$21,354
More Personal Computing
Revenue$14,250$14,651$28,006$27,827
Cost of revenue6,3026,82512,31013,016
Operating expenses4,1453,9097,7307,361
Operating income$3,803$3,917$7,966$7,450
Total
Revenue$81,273$69,632$158,946$135,217
Cost of revenue25,97821,79950,02141,898
Operating expenses17,02016,18032,68931,114
Operating income$38,275$31,653$76,236$62,205

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three or six months ended December 31, 2025 or 2024. Revenue, classified by the major geographic areas in which our customers were located, was as follows:

(In millions)Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
United States (a)$41,410$35,537$81,487$69,450
Other countries39,86334,09577,45965,767
Total$81,273$69,632$158,946$135,217

(a)

Includes billings to OEMs and certain multinational organizations because of the nature of these businesses and the impracticability of determining the geographic source of the revenue.

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

(In millions)Three Months EndedDecember 31,Six Months EndedDecember 31,
2025202420252024
Server products and cloud services$30,865$23,641$59,737$45,796
Microsoft 365 Commercial products and cloud services24,52421,11748,49041,566
Gaming5,9586,58111,46612,202
LinkedIn5,0824,5879,7968,879
Windows and Devices4,4794,5129,0308,841
Search and news advertising3,8123,5587,5096,783
Microsoft 365 Consumer products and cloud services2,3051,8214,5093,548
Dynamics products and cloud services2,2041,9134,3403,762
Enterprise and partner services2,0381,8924,0603,820
Other610920
Total$81,273$69,632$158,946$135,217

Our Microsoft Cloud revenue, which includes Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365, was $51.5 billion and $100.6 billion for the three and six months ended December 31, 2025, respectively, and $40.9 billion and $79.8 billion for the three and six months ended December 31, 2024, respectively. These amounts are included in Server products and cloud services, Microsoft 365 Commercial products and cloud services, LinkedIn, and Dynamics products and cloud services in the table above.

Assets are not allocated to segments for internal reporting presentations. A portion of amortization and depreciation is included with various other costs in an overhead allocation to each segment. It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss.

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