8-K

MICROSOFT CORP (MSFT)

8-K 2022-04-26 For: 2022-04-26
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Added on April 01, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 26, 2022

Microsoft Corporation

Washington 001-37845 91-1144442
(State or Other Jurisdiction<br><br>of Incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>Identification No.)
One Microsoft Way, Redmond, Washington 98052-6399
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(425) 882-8080

www.microsoft.com/investor

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of exchange on which registered
Common stock, $0.00000625 par value per share MSFT NASDAQ
3.125% Notes due 2028 MSFT NASDAQ
2.625% Notes due 2033 MSFT NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On April 26, 2022, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1 Press release, dated April 26, 2022, issued by Microsoft Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MICROSOFT CORPORATION
(Registrant)
Date: April 26, 2022 /S/ ALICE L. JOLLA
Alice L. Jolla
Corporate Vice President and Chief Accounting<br>Officer

EX-99.1

Exhibit 99.1

Microsoft Cloud Strength Fuels Third Quarter Results

REDMOND, Wash. — April 26, 2022 — Microsoft Corp. today announced the following results for the quarter ended March 31, 2022, as compared to the corresponding period of last fiscal year:

Revenue was $49.4 billion and increased 18%
Operating income was $20.4 billion and increased 19%
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Net income was $16.7 billion and increased 8% GAAP (up 13%<br>non-GAAP)
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Diluted earnings per share was $2.22 and increased 9% GAAP (up 14%<br>non-GAAP)
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Revenue and diluted earnings per share results include $(302) million and $(0.03) of additional impact from unfavorable foreign exchange rate movement within the quarter and $111 million and $(0.01) from Nuance, which closed on March 4, 2022, neither of which were included in the forward-looking guidance provided on January 25, 2022. Additional details are provided in the Earnings Call Slides.

“Going forward, digital technology will be the key input that powers the world’s economic output,” said Satya Nadella, chairman and chief executive officer of Microsoft. “Across the tech stack, we are expanding our opportunity and taking share as we help customers differentiate, build resilience, and do more with less.”

“Continued customer commitment to our cloud platform and strong sales execution drove better than expected commercial bookings growth of 28% and Microsoft Cloud revenue of $23.4 billion, up 32% year over year,” said Amy Hood, executive vice president and chief financial officer of Microsoft.

The following table reconciles our financial results reported in accordance with generally accepted accounting principles (GAAP) to non-GAAP financial results. Additional information regarding our non-GAAP definition is provided below. All growth comparisons relate to the corresponding period in the last fiscal year.

Three Months Ended March 31,
($ in millions, except per share amounts) Revenue
2021 AsReported (GAAP) **** 41,706 17,048 15,457 $2.03
Net income tax<br>benefit related to India Supreme Court decision on withholding taxes (620) (0.08)
2021 AsAdjusted (non-GAAP) **** 41,706 17,048 14,837 $1.95
2022 AsReported (GAAP) **** 49,360 20,364 16,728 $2.22
Percentage Change Y/Y (GAAP) 18% 19% 8% 9%
Percentage Change Y/Y<br>(non-GAAP) 18% 19% 13% 14%
Percentage Change<br>Y/Y (non-GAAP) Constant Currency 21% 23% 17% 18%

All values are in US Dollars.

Business Highlights

Revenue in Productivity and Business Processes was $15.8 billion and increased 17%, with the following business highlights:

Office Commercial products and cloud services revenue increased 12% (up 14% CC) driven by Office 365<br>Commercial revenue growth of 17% (up 20% CC)
Office Consumer products and cloud services revenue increased 11% (up 12% CC) and Microsoft 365<br>Consumer subscribers grew to 58.4 million
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LinkedIn revenue increased 34% (up 35% CC)
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Dynamics products and cloud services revenue increased 22% (up 25% CC) driven by Dynamics 365 revenue<br>growth of 35% (up 38% CC)
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Revenue in Intelligent Cloud was $19.1 billion and increased 26%, with the following business highlights:

Server products and cloud services revenue increased 29% (up 32% CC) driven by Azure and other cloud<br>services revenue growth of 46% (up 49% CC)

Revenue in More Personal Computing was $14.5 billion and increased 11%, with the following business highlights:

Windows OEM revenue increased 11%
Windows Commercial products and cloud services revenue increased 14% (up 19% CC)
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Xbox content and services revenue increased 4% (up 6% CC)
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Search and news advertising revenue excluding traffic acquisition costs increased 23% (up 25% CC)
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Surface revenue increased 13% (up 18% CC)
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Microsoft returned $12.4 billion to shareholders in the form of share repurchases and dividends in the third quarter of fiscal year 2022, an increase of 25% compared to the third quarter of fiscal year 2021.

Business Outlook

Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Quarterly Highlights, Product Releases, and Enhancements

Every quarter Microsoft delivers hundreds of products, either as new releases, services, or enhancements to current products and services. These releases are a result of significant research and development investments, made over multiple years, designed to help customers be more productive and secure and to deliver differentiated value across the cloud and the edge.

Here are the major product releases and other highlights for the quarter, organized by product categories, to help illustrate how we are accelerating innovation across our businesses while expanding our market opportunities.

Environmental, Social, and Governance (ESG)

To better execute Microsoft’s mission, we focus our Environmental, Social, and Governance (ESG) efforts where we can have the most positive impact. To learn more about our latest initiatives and priorities, please visit our investor relations ESG website.

WebcastDetails

Satya Nadella, chairman and chief executive officer, Amy Hood, executive vice president and chief financial officer, Alice Jolla, chief accounting officer, Keith Dolliver, deputy general counsel, and Brett Iversen, general manager of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. The webcast will be available for replay through the close of business on April 26, 2023.

Non-GAAP Definition

The India Supreme Court Decision Impact. In March 2021, the India Supreme Court issued a decision on withholding taxes in the case of Engineering Analysis Centre of Excellence Private Limited vs The Commissioner of Income Tax. Microsoft has historically paid India withholding taxes on software sales through distributor withholding and tax audit assessments in India. The India Supreme Court ruled favorably for companies in 86 separate appeals, some dating back to 2012, holding that software sales are not subject to India withholding taxes. Although Microsoft was not a party to the appeals, Microsoft’s software sales in India were determined to be not subject to withholding taxes. Therefore, Microsoft recorded a net income tax benefit of $620 million in the third quarter of fiscal year 2021 to reflect the results of the India Supreme Court decision impacting fiscal year 1996 through fiscal year 2016.

Microsoft has provided non-GAAP financial measures related to the India Supreme Court decision to aid investors in better understanding our performance. Microsoft believes these non-GAAP measures assist investors by providing additional insight into its operational performance and help clarify trends affecting its business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Constant Currency

Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Financial Performance Constant Currency Reconciliation

Three Months Ended March 31,
($ in millions, except per share amounts) Revenue
2021 AsReported (GAAP) **** 41,706 17,048 15,457 $2.03
2021 AsAdjusted (non-GAAP) **** 41,706 17,048 14,837 $1.95
2022 AsReported (GAAP) **** 49,360 20,364 16,728 $2.22
Percentage Change<br>Y/Y (GAAP) 18% 19% 8% 9%
Percentage Change<br>Y/Y (non-GAAP) 18% 19% 13% 14%
ConstantCurrency Impact **** (1,003) (677) (577) $(0.08)
Percentage Change<br>Y/Y (non-GAAP) Constant Currency 21% 23% 17% 18%

All values are in US Dollars.

Segment Revenue Constant Currency Reconciliation

Three Months Ended March 31,
($ in millions) Productivity andBusiness Processes
2021 AsReported (GAAP) **** 13,552 15,118 $13,036
2022 AsReported (GAAP) **** 15,789 19,051 $14,520
Percentage Change<br>Y/Y (GAAP) 17% 26% 11%
ConstantCurrency Impact **** (332) (418) $(253)
Percentage Change<br>Y/Y (non-GAAP) Constant Currency 19% 29% 13%

All values are in US Dollars.

Selected Product and Service Revenue Constant Currency Reconciliation

Three Months Ended March 31, 2022
Percentage ChangeY/Y (GAAP) Constant CurrencyImpact Percentage ChangeY/Y (non-GAAP)Constant<br><br><br>Currency
Office Commercial productsand cloud services **** 12% **** 2% **** 14%
Office 365Commercial **** 17% **** 3% **** 20%
Office Consumer productsand cloud services **** 11% **** 1% **** 12%
LinkedIn **** 34% **** 1% **** 35%
Dynamics products andcloud services **** 22% **** 3% **** 25%
Dynamics365 **** 35% **** 3% **** 38%
Server products and cloudservices **** 29% **** 3% **** 32%
Azure and other cloudservices **** 46% **** 3% **** 49%
WindowsOEM **** 11% **** 0% **** 11%
Windows Commercialproducts and cloud services **** 14% **** 5% **** 19%
Xbox content andservices **** 4% **** 2% **** 6%
Search and newsadvertising excluding traffic acquisition costs **** 23% **** 2% **** 25%
Surface **** 13% **** 5% **** 18%

About Microsoft

Microsoft (Nasdaq “MSFT” @microsoft) enables digital transformation for the era of an intelligent cloud and an intelligent edge. Its mission is to empower every person and every organization on the planet to achieve more.

Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

intense competition in all of our markets that may lead to lower revenue or operating margins;
increasing focus on cloud-based services presenting execution and competitive risks;
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significant investments in products and services that may not achieve expected returns;
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acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our<br>business;
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impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
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cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs,<br>liability claims, or harm to our reputation or competitive position;
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disclosure and misuse of personal data that could cause liability and harm to our reputation;
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the possibility that we may not be able to protect information stored in our products and services<br>from use by others;
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abuse of our advertising or social platforms that may harm our reputation or user engagement;
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the development of the internet of things presenting security, privacy, and execution risks;
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issues about the use of artificial intelligence in our offerings that may result in competitive harm,<br>legal liability, or reputational harm;
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excessive outages, data losses, and disruptions of our online services if we fail to maintain an<br>adequate operations infrastructure;
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quality or supply problems;
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government litigation and regulatory activity relating to competition rules that may limit how we<br>design and market our products;
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potential consequences under trade, anti-corruption, and other laws resulting from our global<br>operations;
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laws and regulations relating to the handling of personal data that may impede the adoption of our<br>services or result in increased costs, legal claims, fines, or reputational damage;
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claims against us that may result in adverse outcomes in legal disputes;
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uncertainties relating to our business with government customers;
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additional tax liabilities;
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the possibility that we may fail to protect our source code;
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legal changes, our evolving business model, piracy, and other factors may decrease the value of our<br>intellectual property;
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claims that Microsoft has infringed the intellectual property rights of others;
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damage to our reputation or our brands that may harm our business and operating results;
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adverse economic or market conditions that may harm our business;
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catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business;
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exposure to increased economic and operational uncertainties from operating a global business,<br>including the effects of foreign currency exchange and
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the dependence of our business on our ability to attract and retain talented employees.
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For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

All information in this release is as of March 31, 2022. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

For more information, press only:

Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, rrt@we-worldwide.com

For more information, financial analysts and investors only:

Brett Iversen, General Manager, Investor Relations, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.

MICROSOFT CORPORATION

INCOME STATEMENTS

(In millions, except per share amounts) (Unaudited)

Three Months Ended<br><br><br>March 31,
2022
Revenue:
Product **** 17,366 16,873 54,776 $52,136
Service and other **** 31,994 24,833 91,629 69,800
Total revenue **** 49,360 41,706 146,405 121,936
Cost of revenue:
Product **** 4,584 4,277 14,707 13,932
Service and other **** 11,031 8,768 31,514 24,309
Total cost of revenue **** 15,615 13,045 46,221 38,241
Gross margin **** 33,745 28,661 100,184 83,695
Research and development **** 6,306 5,204 17,663 15,029
Sales and marketing **** 5,595 5,082 15,521 14,260
General and administrative **** 1,480 1,327 4,151 3,585
Operating income **** 20,364 17,048 62,849 50,821
Other income (expense), net **** (174) 188 380 876
Income before income taxes **** 20,190 17,236 63,229 51,697
Provision for income taxes **** 3,462 1,779 7,231 6,884
Net income **** 16,728 15,457 55,998 $44,813
Earnings per share:
Basic **** 2.23 2.05 7.46 $5.93
Diluted **** 2.22 2.03 7.41 $5.88
Weighted average shares outstanding: ****
Basic **** 7,493 7,539 7,504 7,554
Diluted **** 7,534 7,597 7,552 7,617

All values are in US Dollars.

COMPREHENSIVE INCOME STATEMENTS

(In millions) (Unaudited)

Three Months EndedMarch 31, Nine Months EndedMarch 31,
2022 2021 2022 2021
Net income $ 16,728 $ 15,457 $ 55,998 $ 44,813
Other comprehensive income (loss), net of tax:
Net change related to derivatives **** 6 18 **** 8 30
Net change related to investments **** (2,882) (1,705) **** (4,047) (2,398)
Translation adjustments and other **** (37) (218) **** (259) 634
Other comprehensive loss **** (2,913) (1,905) **** (4,298) (1,734)
Comprehensive income $ 13,815 $ 13,552 $ 51,700 $ 43,079

BALANCE SHEETS

(In millions) (Unaudited)

Assets
Current assets:
Cash and cash equivalents 12,498 $14,224
Short-term investments 92,195 116,110
Total cash, cash equivalents, and short-term<br>investments 104,693 130,334
Accounts receivable, net of allowance for doubtful accounts of<br>505 and 751 32,613 38,043
Inventories 3,296 2,636
Other current assets 13,320 13,393
Total current assets 153,922 184,406
Property and equipment, net of accumulated depreciation of<br>58,053 and 51,351 70,298 59,715
Operating lease right-of-use assets 12,916 11,088
Equity investments 6,907 5,984
Goodwill 67,371 49,711
Intangible assets, net 11,348 7,800
Other long-term assets 21,845 15,075
Total assets 344,607 $333,779
Liabilities and stockholders’<br>equity
Current liabilities:
Accounts payable 16,085 $15,163
Current portion of long-term debt 1,749 8,072
Accrued compensation 9,067 10,057
Short-term income taxes 4,646 2,174
Short-term unearned revenue 34,027 41,525
Other current liabilities 11,865 11,666
Total current liabilities 77,439 88,657
Long-term debt 48,177 50,074
Long-term income taxes 26,483 27,190
Long-term unearned revenue 2,769 2,616
Deferred income taxes 304 198
Operating lease liabilities 11,357 9,629
Other long-term liabilities 15,154 13,427
Total liabilities 181,683 191,791
Commitments and contingencies
Stockholders’ equity:
Common stock and<br>paid-in capital—shares authorized 24,000; outstanding 7,483 and 7,519 85,767 83,111
Retained earnings 79,633 57,055
Accumulated other comprehensive income (loss) (2,476) 1,822
Total stockholders’ equity 162,924 141,988
Total liabilities and stockholders’ equity 344,607 $333,779

All values are in US Dollars.

CASH FLOWS STATEMENTS

(In millions) (Unaudited)

Three Months Ended March 31,
2022
Operations
Net income **** 16,728 15,457 55,998 $44,813
Adjustments to reconcile net income to net cash from operations:
Depreciation, amortization, and other **** 3,773 2,936 10,481 8,342
Stock-based compensation expense **** 1,906 1,525 5,505 4,547
Net recognized losses (gains) on investments and derivatives **** 105 (351) (566) (833)
Deferred income taxes **** (198) (88) (5,985) (116)
Changes in operating assets and liabilities:
Accounts receivable **** 857 290 5,800 5,125
Inventories **** (279) (329) (662) (349)
Other current assets **** 91 478 1,861 1,154
Other long-term assets **** (724) (885) (2,230) (2,446)
Accounts payable **** 520 833 284 1,181
Unearned revenue **** (209) (473) (7,437) (6,764)
Income taxes **** 1,091 1,074 1,687 (2,277)
Other current liabilities **** 1,287 1,590 (1,111) 394
Other long-term liabilities **** 438 122 781 1,259
Net cash from operations **** 25,386 22,179 64,406 54,030
Financing
Cash premium on debt exchange **** 0 (1,754) 0 (1,754)
Repayments of debt **** (4,197) (500) (9,023) (3,750)
Common stock issued **** 477 396 1,380 1,243
Common stock repurchased **** (8,822) (6,930) (23,939) (20,208)
Common stock cash dividends paid **** (4,645) (4,221) (13,503) (12,307)
Other, net **** (158) (183) (522) (339)
Net cash used in financing **** (17,345) (13,192) (45,607) (37,115)
Investing
Additions to property and equipment **** (5,340) (5,089) (17,015) (14,170)
Acquisition of companies, net of cash acquired, and purchases of intangible and<br>other assets **** (18,719) (7,512) (20,775) (8,408)
Purchases of investments **** (8,723) (18,375) (21,537) (48,047)
Maturities of investments **** 1,099 15,016 15,214 44,546
Sales of investments **** 16,693 5,876 25,218 10,711
Other, net **** (1,181) 400 (1,687) (1,356)
Net cash used in investing **** (16,171) (9,684) (20,582) (16,724)
Effect of foreign exchange rates on cash and cash equivalents **** 24 (33) 57 (65)
Net change in cash and cash equivalents **** (8,106) (730) (1,726) 126
Cash and cash equivalents, beginning of period **** 20,604 14,432 14,224 13,576
Cash and cash equivalents, end of period **** 12,498 13,702 12,498 $13,702

All values are in US Dollars.

SEGMENT REVENUE AND OPERATING INCOME

(In millions) (Unaudited)

Three Months Ended<br><br><br>March 31,
2022
Revenue
Productivity and Business Processes **** 15,789 13,552 46,764 $39,224
Intelligent Cloud **** 19,051 15,118 54,342 42,705
More Personal Computing **** 14,520 13,036 45,299 40,007
Total **** 49,360 41,706 146,405 $121,936
Operating Income
Productivity and Business Processes **** 7,184 6,029 22,453 $17,916
Intelligent Cloud **** 8,281 6,425 24,040 18,339
More Personal Computing **** 4,899 4,594 16,356 14,566
Total **** 20,364 17,048 62,849 $50,821

All values are in US Dollars.