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MICROSOFT CORP

For the period ended Sep 30, 2026. Filed Oct 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.

Sep 30, 2026 · Filed Oct 28, 2026

MSFT$545.18+2.7%Stored close · as of Nov 9, 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 2026 Form 10-K filed with the U.S. Securities and Exchange Commission on July 29, 2026.

Principles of Consolidation

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

Recast of Certain Prior Period Information

In September 2026, we announced changes in our segment reporting structure. These changes align our segments with how we currently manage our business, creating the Agents and Infra segment that brings together our applications and agents, our multi-model system, and Azure infrastructure, and the Devices and Consumer segment that comprises our key consumer offerings. Beginning in fiscal year 2027, the information that our chief operating decision maker (“CODM”) is regularly provided and reviews for purposes of allocating resources and assessing performance reflects these segment changes. Prior period segment information has been recast to conform to the way we internally manage and monitor our business during fiscal year 2027. These changes impacted Note 7 – Goodwill and Note 16 – Segment Information and Geographic Data.

We have also 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.

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; 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 measurement adjustments or 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 less impairments, if any, with adjustments for observable changes in price (referred to as the measurement alternative). Identifying observable changes in price requires judgment in evaluating whether transactions are orderly and whether the securities are comparable, including consideration of the rights and preferences of the securities, the composition of the investor group, and other relevant facts and circumstances. For equity investments not 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 or the measurement alternative.

We have a long-term strategic partnership with OpenAI. We have an investment accounted for under the equity method that represents an approximate 24% interest on an as-converted basis. As an equity method investee, OpenAI is a related party as defined in Accounting Standards Codification Topic 850, Related Party Disclosures (“ASC 850”). In accordance with ASC 850, we are disclosing revenue and accounts receivable balances from transactions with OpenAI. For the three months ended September 30, 2026, we recorded revenue from commercial arrangements with OpenAI, inclusive of revenue-sharing payments, of $10.0 billion. Accounts receivable from OpenAI as of September 30, 2026 and June 30, 2026 was $7.2 billion and $6.0 billion, respectively. We have made total funding commitments of $13.0 billion related to our investment, of which $12.0 billion has been funded as of September 30, 2026. 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.

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 September 30, 2026 and June 30, 2026, long-term accounts receivable, net of allowance for doubtful accounts, was $5.6 billion and $5.5 billion, respectively, and is included in other long-term assets in our consolidated balance sheets.

As of September 30, 2026 and June 30, 2026, the current portion of other receivables related to activities to facilitate the purchase of server components was $35.7 billion and $27.8 billion, respectively, and are included in other current assets in our consolidated balance sheets. Additionally, as of September 30, 2026 and June 30, 2026, restricted investments pursuant to a supplier agreement were $12.6 billion and $11.3 billion, respectively, with $4.0 billion and $3.8 billion included in short-term investments and $8.6 billion and $7.5 billion included in equity and other investments in our consolidated balance sheet.

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 September 30, 2026 and June 30, 2026, our financing receivables, net were $3.5 billion and $3.7 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 Statement – Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board 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 Ended September 30,20262025
Net income available for common shareholders (A)$36,629$27,747
Weighted average outstanding shares of common stock (B)7,4267,433
Dilutive effect of stock-based awards2033
Common stock and common stock equivalents (C)7,4467,466
Earnings Per Share
Basic (A/B)$4.93$3.73
Diluted (A/C)$4.92$3.72

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 Ended September 30,20262025
Interest and dividends income$744$976
Interest expense(870)(698)
Net recognized losses on investments(46)(572)
Net gains (losses) on derivatives(42)1,579
Net losses on foreign currency remeasurements(30)(22)
Other, net282(4,923)
Total$38$(3,660)

Other income (expense), net included $272 million of net gains and $4.1 billion of net losses for the three months ended September 30, 2026 and 2025, respectively, from investments in OpenAI.

Net Recognized Gains (Losses) on Investments

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

(In millions)
Three Months Ended September 30,20262025
Realized gains from sales of available-for-sale securities$12$16
Realized losses from sales of available-for-sale securities(18)(10)
Impairments and allowance for credit losses(35)4
Total$(41)$10

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

(In millions)
Three Months Ended September 30,20262025
Net realized gains on investments sold$74$71
Net unrealized losses on investments still held(60)(635)
Impairments of investments(19)(18)
Total$(5)$(582)

NOTE 4 — INVESTMENTS

Investment Components

The components of investments were as follows:

(In millions)FairValueLevelAdjustedCostBasisUnrealizedGainsUnrealizedLossesRecordedBasisCash and CashEquivalentsShort-termInvestmentsEquity and OtherInvestments
Changes in Fair Value Recorded in Other Comprehensive Income
Commercial paperLevel 2$1,184$0$0$1,184$1,182$2$0
Certificates of depositLevel 21,844001,8441,800440
U.S. government securitiesLevel 142,6940(1,587)41,1071,07231,4278,608
U.S. agency securitiesLevel 26080060859990
Foreign government bondsLevel 22037(10)20002000
Mortgage- and asset-backed securitiesLevel 21,5003(43)1,46001,4600
Corporate notes and bondsLevel 210,79911(267)10,543010,5430
Corporate notes and bondsLevel 31,60212001,72201021,620
Municipal securitiesLevel 21480(11)13701370
Municipal securitiesLevel 31050(16)890890
Total debt investments$60,687$141$(1,934)$58,894$4,653$44,013$10,228
Changes in Fair Value Recorded in Net Income
Equity investmentsLevel 1$4,263$1,598$0$2,665
Equity investmentsOther24,9150024,915
Total equity investments$29,178$1,598$0$27,580
Cash$14,030$14,030$0$0
Derivatives, net (a)21502150
Total$102,317$20,281$44,228$37,808
(In millions)FairValueLevelAdjustedCostBasisUnrealizedGainsUnrealizedLossesRecordedBasisCashand CashEquivalentsShort-termInvestmentsEquity and OtherInvestments
Changes in Fair Value Recorded in Other Comprehensive Income
Commercial paperLevel 2$2,987$0$0$2,987$2,373$614$0
Certificates of depositLevel 21,745001,7451,701440
U.S. government securitiesLevel 149,7142(1,154)48,56239940,6757,488
U.S. agency securitiesLevel 23,133003,1331,7871,3460
Foreign government bondsLevel 222112(7)22602260
Mortgage- and asset-backed securitiesLevel 21,8135(23)1,79501,7950
Corporate notes and bondsLevel 210,68249(71)10,660010,6600
Corporate notes and bondsLevel 31,61812001,73801181,620
Municipal securitiesLevel 21520(5)14701470
Municipal securitiesLevel 31050(14)910910
Total debt investments$72,170$188$(1,274)$71,084$6,260$55,716$9,108
Changes in Fair Value Recorded in Net Income
Equity investmentsLevel 1$4,289$1,616$0$2,673
Equity investmentsOther24,5670024,567
Total equity investments$28,856$1,616$0$27,240
Cash$13,059$13,059$0$0
Derivatives, net (a)19201920
Total$113,191$20,935$55,908$36,348

(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 both September 30, 2026 and June 30, 2026, equity investments without readily determinable fair values measured at cost with adjustments for observable changes in price or impairments were $12.4 billion. As of September 30, 2026 and June 30, 2026, equity investments measured using the equity method were $12.4 billion and $12.0 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$16,229$(377)$19,542$(1,210)$35,771$(1,587)
Foreign government bonds104(3)27(7)131(10)
Mortgage- and asset-backed securities1,138(21)120(22)1,258(43)
Corporate notes and bonds8,739(208)1,100(59)9,839(267)
Municipal securities23(1)144(26)167(27)
Total$26,233$(610)$20,933$(1,324)$47,166$(1,934)
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$19,100$(100)$22,042$(1,054)$41,142$(1,154)
Foreign government bonds74(1)30(6)104(7)
Mortgage- and asset-backed securities905(5)129(18)1,034(23)
Corporate notes and bonds5,066(31)909(40)5,975(71)
Municipal securities00122(19)122(19)
Total$25,145$(137)$23,232$(1,137)$48,377$(1,274)

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 September 30, 2026:

(In millions)AdjustedCost BasisEstimatedFair Value
Due in one year or less$18,544$18,474
Due after one year through five years36,88235,274
Due after five years through 10 years4,0444,051
Due after 10 years1,2171,095
Total$60,687$58,894

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 September 30, 2026, our long-term unsecured debt rating was AAA, and cash investments were in excess of $1.0 billion. As a result, no collateral was required to be posted.

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

(In millions)September 30,2026June 30,2026
Designated as Hedging Instruments
Foreign exchange contracts purchased$1,492$1,492
Interest rate contracts purchased1,1931,179
Not Designated as Hedging Instruments
Foreign exchange contracts purchased11,48912,052
Foreign exchange contracts sold50,50751,413
Equity contracts purchased5,7405,573
Equity contracts sold2,5462,546
Other contracts purchased4,8543,252
Other contracts sold711630

Fair Values of Derivative Instruments

The following table presents our derivative instruments:

(In millions)DerivativeAssetsDerivativeLiabilitiesDerivativeAssetsDerivativeLiabilities
September 30,2026 · June 30,2026
Designated as Hedging Instruments
Foreign exchange contracts$48$(69)$57$(65)
Interest rate contracts50110
Not Designated as Hedging Instruments
Foreign exchange contracts331(379)1,742(1,175)
Equity contracts312(124)346(181)
Other contracts14(22)20(9)
Gross amounts of derivatives710(594)2,176(1,430)
Gross amounts of derivatives offset in the balance sheets(358)360(1,300)1,301
Cash collateral received0(143)0(366)
Net amounts of derivatives$352$(377)$876$(495)
Reported as
Short-term investments$215$0$192$0
Other current assets13406810
Equity and other investments0000
Other long-term assets3030
Other current liabilities0(245)0(379)
Other long-term liabilities0(132)0(116)
Total$352$(377)$876$(495)

Gross derivative assets and liabilities subject to legally enforceable master netting agreements for which we have elected to offset were $696 million and $578 million, respectively, as of September 30, 2026, and $2.2 billion and $1.4 billion, respectively, as of June 30, 2026.

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

(In millions)Level 1Level 2Level 3Total
Derivative assets$0$705$5$710
Derivative liabilities0(594)0(594)
Derivative assets02,16882,176
Derivative liabilities0(1,430)0(1,430)

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

(In millions)
Three Months Ended September 30,20262025
Designated as Fair Value Hedging Instruments
Interest rate contracts
Derivatives$1$(1)
Hedged items(7)(8)
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Amount reclassified from accumulated other comprehensive loss(16)(5)
Not Designated as Hedging Instruments
Foreign exchange contracts262381
Equity contracts51,579
Other contracts(47)0

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

(In millions)
Three Months Ended September 30,20262025
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Included in effectiveness assessment$(10)$(7)

NOTE 6— PROPERTY AND EQUIPMENT

The components of property and equipment were as follows:

(In millions)
September 30,2026June 30,2026
Land$10,665$10,546
Buildings and improvements194,619182,749
Leasehold improvements17,64716,348
Servers, network equipment, and software244,840215,874
Furniture and equipment6,2816,250
Total, at cost474,052431,767
Accumulated depreciation(127,208)(118,691)
Total, net$346,844$313,076

Depreciation expense was $11.1 billion and $7.1 billion for the three months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026 and June 30, 2026, purchases of property and equipment remaining in accounts payable were $26.5 billion and $26.7 billion, respectively.

NOTE 7— GOODWILL

Changes in the carrying amount of goodwill were as follows:

(In millions)June 30,2026AcquisitionsOtherSeptember 30,2026
Agents and Infra$48,945$0$9$48,954
Devices and Consumer70,7060(14)70,692
Total$119,651$0$(5)$119,646

We have recast certain prior period amounts to conform to the way we internally manage and monitor our business. Refer to Note 1 – Accounting Policies for further information.

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 following the close of the transaction. 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.

During the first quarter of fiscal year 2027 we made changes to our segments. These segment changes also resulted in changes to our reporting units. We reallocated goodwill across impacted reporting units using a relative fair value approach. In addition, we completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the reallocation and determined that no impairment existed.

NOTE 8 — INTANGIBLE ASSETS

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

(In millions)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount
September 30,2026 · June 30,2026
Marketing-related$16,506$(4,889)$11,617$16,506$(4,690)$11,816
Technology-based22,870(18,768)4,10222,779(18,136)4,643
Customer-related4,173(2,646)1,5274,171(2,520)1,651
Contract-based663(158)505623(124)499
Total$44,212$(26,461)$17,751$44,079$(25,470)$18,609

Intangible assets amortization expense was $1.0 billion and $1.5 billion for the three months ended September 30, 2026 and 2025, respectively.

The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2026:

(In millions)
Year Ending June 30,
2027 (excluding the three months ended September 30, 2026)$2,144
20282,173
20291,962
20301,490
20311,141
Thereafter8,841
Total$17,751

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 · September 30,2026 · June 30,2026
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%2,6122,630
2015 issuance of $23.8 billion2035–20553.50%–4.75%3.60%–4.78%4,5554,555
2016 issuance of $19.8 billion2036–20563.45%–3.95%3.51%–4.03%3,9307,930
2017 issuance of $17.1 billion2027–20573.30%–4.50%3.38%–5.49%6,7466,833
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 billion2027–20501.35%–4.50%5.16%–5.49%2056
2024 issuance of $3.3 billion2027–20501.35%–4.50%5.16%–5.49%2,6183,344
Total face value41,26946,136
Unamortized discount and issuance costs(1,064)(1,081)
Hedge fair value adjustments (a)(4)(11)
Premium on debt exchange(4,720)(4,750)
Total debt35,48140,294
Current portion of long-term debt(4,391)(9,227)
Long-term debt$31,090$31,067

(a)

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

As of September 30, 2026 and June 30, 2026, the estimated fair value of long-term debt, including the current portion, was $29.3 billion and $36.5 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 September 30, 2026:

(In millions)
Year Ending June 30,
2027 (excluding the three months ended September 30, 2026)$4,400
20280
20291,988
20300
2031500
Thereafter34,381
Total$41,269

NOTE 10 — INCOME TAXES

Effective Tax Rate

Our effective tax rate was 20% and 19% for the three months ended September 30, 2026 and 2025, respectively. The increase in our effective tax rate for the current quarter compared to the prior year was primarily due to decreased tax benefits from stock-based compensation 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 months ended September 30, 2026, primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland.

Uncertain Tax Positions

As of September 30, 2026 and June 30, 2026, unrecognized tax benefits and other income tax liabilities were $30.6 billion and $30.1 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 September 30, 2026, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings.

We 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

Changes in unearned revenue were as follows:

(In millions)
Three Months Ended September 30, 2026
Balance, beginning of period$75,712
Deferral of revenue44,007
Recognition of unearned revenue(50,156)
Balance, end of period$69,563

Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue in future periods, was $683 billion as of September 30, 2026. Revenue allocated to remaining performance obligations related to the commercial portion of revenue was $677 billion as of September 30, 2026, with a weighted average duration of approximately 2.3 years. We expect to recognize approximately 30% 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 and related infrastructure, servers and network equipment, corporate offices, and research and development facilities. 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 September 30,20262025
Operating lease cost$1,894$1,656
Finance lease cost:
Amortization of right-of-use assets$1,702$1,173
Interest on lease liabilities769546
Total finance lease cost$2,471$1,719

Supplemental cash flow information related to leases was as follows:

(In millions)
Three Months Ended September 30,20262025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,547$1,656
Operating cash flows from finance leases769546
Financing cash flows from finance leases1,000639
Right-of-use assets obtained in exchange for lease obligations:
Operating leases6,5231,417
Finance leases5,1929,147

Supplemental balance sheet information related to leases was as follows:

(In millions, except lease term and discount rate)
September 30,2026June 30,2026
Operating Leases
Operating lease right-of-use assets$30,178$24,177
Other current liabilities$5,758$5,393
Operating lease liabilities21,71916,532
Total operating lease liabilities$27,477$21,925
Finance Leases
Property and equipment, at cost$89,779$82,712
Accumulated depreciation(17,154)(15,431)
Property and equipment, net$72,625$67,281
Other current liabilities$5,005$4,290
Other long-term liabilities65,96862,304
Total finance lease liabilities$70,973$66,594
Weighted Average Remaining Lease Term
Operating leases8 years6 years
Finance leases13 years13 years
Weighted Average Discount Rate
Operating leases4.1%3.7%
Finance leases4.5%4.5%

The following table outlines maturities of our lease liabilities as of September 30, 2026:

(In millions)
Year Ending June 30,Operating LeasesFinance Leases
2027 (excluding the three months ended September 30, 2026)$5,088$6,006
20285,1918,163
20294,0107,433
20303,4727,323
20313,0817,300
Thereafter12,17059,021
Total lease payments33,01295,246
Less imputed interest(5,535)(24,273)
Total$27,477$70,973

As of September 30, 2026, we had additional leases, primarily for datacenters, that had not yet commenced of $364.6 billion, with some arrangements subject to certain contractual conditions being met. These leases will commence between fiscal year 2027 and fiscal year 2034 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. A preliminary hearing was held in December 2025. The court issued a ruling on the standard of review, which the IDPC has appealed.

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 September 30, 2026, we accrued aggregate legal liabilities of $582 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 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, has no expiration date, and may be terminated at any time. As of September 30, 2026, $37.7 billion remained of this $60.0 billion share repurchase program.

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

(In millions)SharesAmountSharesAmount
Fiscal Year · 2027 · 2026
First Quarter6$2,9258$3,955

All share repurchases were made using cash resources. All shares repurchased were under the share repurchase program approved on September 16, 2024. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards of $1.5 billion and $1.7 billion for the three months ended September 30, 2026 and 2025, respectively.

Dividends

Our Board of Directors declared the following dividends:

Declaration DateRecord DatePayment DateDividendPer ShareAmount
Fiscal Year 2027 · (In millions)
September 15, 2026November 19, 2026December 10, 2026$0.98$7,279
September 15, 2025November 20, 2025December 11, 2025$0.91$6,762

The dividend declared on September 15, 2026 was included in other current liabilities as of September 30, 2026.

NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

(In millions)
Three Months Ended September 30,20262025
Derivatives
Balance, beginning of period$0$(8)
Unrealized losses, net of tax of $(3) and $(2)(10)(7)
Reclassification adjustments for losses included in other income (expense), net165
Tax benefit included in provision for income taxes(3)(1)
Amounts reclassified from accumulated other comprehensive loss134
Net change related to derivatives, net of tax of $0 and $(1)3(3)
Balance, end of period$3$(11)
Investments
Balance, beginning of period$(836)$(1,051)
Unrealized gains (losses), net of tax of $(157) and $185(591)695
Reclassification adjustments for (gains) losses included in other income (expense), net41(10)
Tax expense (benefit) included in provision for income taxes(9)2
Amounts reclassified from accumulated other comprehensive loss32(8)
Net change related to investments, net of tax of $(148) and $183(559)687
Balance, end of period$(1,395)$(364)
Translation Adjustments and Other
Balance, beginning of period$(2,448)$(2,288)
Translation adjustments and other, net of tax of $0 and $0(17)(98)
Balance, end of period$(2,465)$(2,386)
Accumulated other comprehensive loss, end of period$(3,857)$(2,761)

NOTE 16 — SEGMENT INFORMATION AND GEOGRAPHIC DATA

In September 2026, we announced changes in our segment reporting structure. We have recast certain prior period amounts to conform to the way we internally manage and monitor our business. Refer to Note 1 – Accounting Policies for further information.

In its operation of the business, management, including our 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 followingtwo segments: Agents and Infra, and Devices and Consumer.

Our reportable segments are described below.

Our Agents and Infra segment brings together our applications and agents, our multi-model system, and Azure infrastructure. This segment primarily comprises:

Azure, comprising consumption-based services across non-GPU workloads, including compute, data and analytics, storage, networking, and security; and GPU workloads, including GPU infrastructure-as-a-service and Foundry.

Microsoft 365 cloud, including Microsoft 365 commercial cloud, comprising Microsoft 365 commercial subscriptions and services, GitHub cloud and other cloud-based developer services, Microsoft 365 Copilot, GitHub Copilot, and security offerings including Agent 365 and Security Copilot; and Microsoft 365 consumer cloud.

Productivity and server licensing, including Server products, comprising SQL Server, Windows Server, Visual Studio, System Center, related Client Access Licenses, and other on-premises offerings; Microsoft 365 commercial products, comprising Windows commercial on-premises and Office licensed on-premises; and Microsoft 365 consumer products, comprising Office licensed on-premises.

Industry solutions, including Industry solutions cloud, comprising LinkedIn Talent Solutions and Sales Solutions, Dynamics 365 (including a set of intelligent, cloud-based applications across ERP, CRM, Service, Power Apps, and Power Automate), and Healthcare and Life Sciences cloud; and Industry solutions products, comprising the on-premises portion of these businesses.

Frontier and support services, including Customer Success Support (formerly Enterprise Support Services), Frontier Company, Microsoft Partner Network, and Learning Experience.

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

Search and advertising, including Bing, Microsoft Edge, LinkedIn Marketing Solutions and Premium Subscriptions, third-party affiliates, and MSN.

XBOX, including 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; and XBOX hardware.

Windows OEM and devices, comprising Windows Pro and non-Pro licenses sold through the OEM channel, first-party devices (including Surface and PC accessories), and related Windows offerings beyond OEM licensing.

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

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 September 30,20262025
Agents and Infra
Revenue$76,795$61,672
Cost of revenue23,88717,701
Operating expenses12,35011,253
Operating income$40,558$32,718
Devices and Consumer
Revenue$15,484$16,001
Cost of revenue5,8336,342
Operating expenses4,2944,416
Operating income$5,357$5,243
Total
Revenue$92,279$77,673
Cost of revenue29,72024,043
Operating expenses16,64415,669
Operating income$45,915$37,961

No sales to an individual country other than the United States accounted for more than 10% of revenue for the three months ended September 30, 2026 or 2025. Revenue, classified by the major geographic areas in which our customers were located, was as follows:

(In millions)
Three Months Ended September 30,20262025
United States (a)$49,459$40,077
Other countries42,82037,596
Total$92,279$77,673

(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 Ended September 30,20262025
Azure$33,165$22,384
Microsoft 365 cloud27,77823,694
Productivity and server licensing8,4078,678
Search and advertising6,5545,942
XBOX5,3795,508
Industry solutions5,3374,894
Windows OEM and devices3,5514,551
Frontier and support services2,1082,022
Total$92,279$77,673

Our Microsoft Cloud revenue, which includes Azure, Microsoft 365 commercial cloud, and Industry solutions cloud, was $63.9 billion and $49.1 billion for the three months ended September 30, 2026 and 2025, respectively.

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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