8-K

MICROSOFT CORP (MSFT)

8-K 2023-04-25 For: 2023-04-25
View Original
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 25, 2023

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
--- ---

(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)
--- ---
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---

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 25, 2023, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2023. 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 25, 2023, 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 25, 2023 /S/ ALICE L. JOLLA
Alice L. Jolla
Corporate Vice President and Chief Accounting<br>Officer

EX-99.1

Exhibit 99.1

Microsoft Cloud Strength Drives Third Quarter Results

REDMOND, Wash. — April 25, 2023— Microsoft Corp. today announced the following results for the quarter ended March 31, 2023, as compared to the corresponding period of last fiscal year:

Revenue was $52.9 billion and increased 7% (up 10% in constant currency)
Operating income was $22.4 billion and increased 10% (up 15% in constant currency)
--- ---
Net income was $18.3 billion and increased 9% (up 14% in constant currency)
--- ---
Diluted earnings per share was $2.45 and increased 10% (up 14% in constant currency)
--- ---

“The world’s most advanced AI models are coming together with the world’s most universal user interface - natural language - to create a new era of computing,” said Satya Nadella, chairman and chief executive officer of Microsoft. “Across the Microsoft Cloud, we are the platform of choice to help customers get the most value out of their digital spend and innovate for this next generation of AI.”

“Focused execution by our sales teams and partners in this dynamic environment resulted in Microsoft Cloud revenue of $28.5 billion, up 22% (up 25% in constant currency) year-over-year,” said Amy Hood, executive vice president and chief financial officer of Microsoft.

Business Highlights

Revenue in Productivity and Business Processes was $17.5 billion and increased 11% (up 15% in constant currency), with the following business highlights:

Office Commercial products and cloud services revenue increased 13% (up 17% in constant currency)<br>driven by Office 365 Commercial revenue growth of 14% (up 18% in constant currency)
Office Consumer products and cloud services revenue increased 1% (up 4% in constant currency) and<br>Microsoft 365 Consumer subscribers grew to 65.4 million
--- ---
LinkedIn revenue increased 8% (up 10% in constant currency)
--- ---
Dynamics products and cloud services revenue increased 17% (up 21% in constant currency) driven by<br>Dynamics 365 revenue growth of 25% (up 29% in constant currency)
--- ---

Revenue in Intelligent Cloud was $22.1 billion and increased 16% (up 19% in constant currency), with the following business highlights:

Server products and cloud services revenue increased 17% (up 21% in constant currency) driven by<br>Azure and other cloud services revenue growth of 27% (up 31% in constant currency)

Revenue in More Personal Computing was $13.3 billion and decreased 9% (down 7% in constant currency), with the following business highlights:

Windows OEM revenue decreased 28%
Devices revenue decreased 30% (down 26% in constant currency)
--- ---
Windows Commercial products and cloud services revenue increased 14% (up 18% in constant currency)
--- ---
Xbox content and services revenue increased 3% (up 5% in constant currency)
--- ---
Search and news advertising revenue excluding traffic acquisition costs increased 10% (up 13% in<br>constant currency)
--- ---

Microsoft returned $9.7 billion to shareholders in the form of share repurchases and dividends in the third quarter of fiscal year 2023.

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 on 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.

Webcast Details

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, vice president 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 25, 2024.

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
2022 AsReported (GAAP) **** 49,360 20,364 16,728 $2.22
2023 AsReported (GAAP) **** 52,857 22,352 18,299 $2.45
Percentage Change<br>Y/Y (GAAP) 7% 10% 9% 10%
ConstantCurrency Impact **** (1,482) (1,069) (704) $(0.09)
Percentage Change<br>Y/Y Constant Currency 10% 15% 14% 14%

All values are in US Dollars.

Segment Revenue Constant Currency Reconciliation

Three Months Ended March 31,
($ in millions) Productivity and<br><br><br>Business Processes
2022 AsReported (GAAP) **** 15,789 18,987 $14,584
2023 AsReported (GAAP) **** 17,516 22,081 $13,260
Percentage Change<br>Y/Y (GAAP) 11% 16% (9)%
ConstantCurrency Impact **** (587) (591) $(304)
Percentage Change<br>Y/Y Constant Currency 15% 19% (7)%

All values are in US Dollars.

We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.

Selected Product and Service Revenue Constant Currency Reconciliation

Three Months Ended March 31, 2023
Percentage Change<br><br><br>Y/Y (GAAP) Constant Currency<br><br><br>Impact Percentage Change<br><br><br>Y/Y Constant<br> <br>Currency
MicrosoftCloud revenue **** 22% **** 3% **** 25%
OfficeCommercial products and cloud services **** 13% **** 4% **** 17%
Office 365Commercial **** 14% **** 4% **** 18%
OfficeConsumer products and cloud services **** 1% **** 3% **** 4%
LinkedIn **** 8% **** 2% **** 10%
Dynamicsproducts and cloud services **** 17% **** 4% **** 21%
Dynamics365 **** 25% **** 4% **** 29%
Serverproducts and cloud services **** 17% **** 4% **** 21%
Azure andother cloud services **** 27% **** 4% **** 31%
WindowsOEM **** (28)% **** 0% **** (28)%
WindowsCommercial products and cloud services **** 14% **** 4% **** 18%
Xbox contentand services **** 3% **** 2% **** 5%
Search andnews advertising excluding traffic acquisition costs **** 10% **** 3% **** 13%
Devices **** (30)% **** 4% **** (26)%

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;
--- ---
significant investments in products and services that may not achieve expected returns;
--- ---
acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our<br>business;
--- ---
impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;
--- ---
cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs,<br>liability claims, or harm to our reputation or competitive position;
--- ---
disclosure and misuse of personal data that could cause liability and harm to our reputation;
--- ---
the possibility that we may not be able to protect information stored in our products and services<br>from use by others;
--- ---
abuse of our advertising, professional, marketplace, or gaming platforms that may harm our reputation<br>or user engagement;
--- ---
the development of the internet of things presenting security, privacy, and execution risks;
--- ---
issues about the use of artificial intelligence in our offerings that may result in competitive harm,<br>legal liability, or reputational harm;
--- ---
excessive outages, data losses, and disruptions of our online services if we fail to maintain an<br>adequate operations infrastructure;
--- ---
quality or supply problems;
--- ---
government litigation and regulatory activity relating to competition rules that may limit how we<br>design and market our products;
--- ---
potential consequences under trade, anti-corruption, and other laws resulting from our global<br>operations;
--- ---
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;
--- ---
claims against us that may result in adverse outcomes in legal disputes;
--- ---
uncertainties relating to our business with government customers;
--- ---
additional tax liabilities;
--- ---
the possibility that we may fail to protect our source code;
--- ---
legal changes, our evolving business model, piracy, and other factors may decrease the value of our<br>intellectual property;
--- ---
claims that Microsoft has infringed the intellectual property rights of others;
--- ---
damage to our reputation or our brands that may harm our business and operating results;
--- ---
adverse economic or market conditions that may harm our business;
--- ---
catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business;
--- ---
exposure to increased economic and operational uncertainties from operating a global business,<br>including the effects of foreign currency exchange and
--- ---
the dependence of our business on our ability to attract and retain talented employees.
--- ---

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, 2023. 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, Vice President, 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 EndedMarch 31,
2023
Revenue:
Product **** 15,588 17,366 47,846 $54,776
Service and other **** 37,269 31,994 107,880 91,629
Total revenue **** 52,857 49,360 155,726 146,405
Cost of revenue:
Product **** 3,941 4,584 13,933 14,707
Service and other **** 12,187 11,031 35,135 31,514
Total cost of revenue **** 16,128 15,615 49,068 46,221
Gross margin **** 36,729 33,745 106,658 100,184
Research and development **** 6,984 6,306 20,456 17,663
Sales and marketing **** 5,750 5,595 16,555 15,521
General and administrative **** 1,643 1,480 5,378 4,151
Operating income **** 22,352 20,364 64,269 62,849
Other income (expense), net **** 321 (174) 315 380
Income before income taxes **** 22,673 20,190 64,584 63,229
Provision for income taxes **** 4,374 3,462 12,304 7,231
Net income **** 18,299 16,728 52,280 $55,998
Earnings per share: ****
Basic **** 2.46 2.23 7.02 $7.46
Diluted **** 2.45 2.22 6.99 $7.41
Weighted average shares outstanding: ****
Basic **** 7,441 7,493 7,450 7,504
Diluted **** 7,464 7,534 7,474 7,552

All values are in US Dollars.

COMPREHENSIVE INCOME STATEMENTS

(In millions) (Unaudited)

Three Months Ended<br><br><br>March 31,
2023
Net income **** 18,299 16,728 52,280 $55,998
Other comprehensive income (loss), net of tax:
Net change related to derivatives **** (9) 6 (34) 8
Net change related to investments **** 753 (2,882) (796) (4,047)
Translation adjustments and other **** 69 (37) (136) (259)
Other comprehensive income (loss) **** 813 (2,913) (966) (4,298)
Comprehensive income **** 19,112 13,815 51,314 $51,700

All values are in US Dollars.

BALANCE SHEETS

(In millions) (Unaudited)

Assets
Current assets:
Cash and cash equivalents 26,562 $13,931
Short-term investments 77,865 90,826
Total cash, cash equivalents, and short-term<br>investments 104,427 104,757
Accounts receivable, net of allowance for doubtful accounts of<br>495 and 633 37,420 44,261
Inventories 2,877 3,742
Other current assets 19,165 16,924
Total current assets 163,889 169,684
Property and equipment, net of accumulated depreciation of<br>65,998 and 59,660 88,132 74,398
Operating lease right-of-use assets 13,879 13,148
Equity investments 9,415 6,891
Goodwill 67,940 67,524
Intangible assets, net 9,879 11,298
Other long-term assets 26,954 21,897
Total assets 380,088 $364,840
Liabilities and stockholders’<br>equity
Current liabilities:
Accounts payable 15,305 $19,000
Current portion of long-term debt 6,245 2,749
Accrued compensation 10,411 10,661
Short-term income taxes 4,163 4,067
Short-term unearned revenue 36,903 45,538
Other current liabilities 12,664 13,067
Total current liabilities 85,691 95,082
Long-term debt 41,965 47,032
Long-term income taxes 25,000 26,069
Long-term unearned revenue 2,698 2,870
Deferred income taxes 302 230
Operating lease liabilities 12,312 11,489
Other long-term liabilities 17,437 15,526
Total liabilities 185,405 198,298
Commitments and contingencies
Stockholders’ equity:
Common stock and<br>paid-in capital—shares authorized 24,000; outstanding 7,437 and 7,464 92,093 86,939
Retained earnings 108,234 84,281
Accumulated other comprehensive loss (5,644) (4,678)
Total stockholders’ equity 194,683 166,542
Total liabilities and stockholders’ equity 380,088 $364,840

All values are in US Dollars.

CASH FLOWS STATEMENTS

(In millions) (Unaudited)

Three Months Ended<br><br><br>March 31,
2023
Operations **** ****
Net income **** 18,299 16,728 52,280 $55,998
Adjustments to reconcile net income to net cash from operations:
Depreciation, amortization, and other **** 3,549 3,773 9,987 10,481
Stock-based compensation expense **** 2,465 1,906 7,195 5,505
Net recognized losses (gains) on investments and derivatives **** (40) 105 152 (566)
Deferred income taxes **** (1,675) (198) (4,171) (5,985)
Changes in operating assets and liabilities:
Accounts receivable **** (1,408) 857 7,157 5,800
Inventories **** 106 (279) 868 (662)
Other current assets **** 1,152 91 428 1,861
Other long-term assets **** (554) (724) (1,285) (2,230)
Accounts payable **** (407) 520 (4,032) 284
Unearned revenue **** (181) (209) (8,689) (7,437)
Income taxes **** 1,414 1,091 (1,039) 1,687
Other current liabilities **** 1,715 1,287 (490) (1,111)
Other long-term liabilities **** 6 438 451 781
Net cash from operations **** 24,441 25,386 58,812 64,406
Financing
Repayments of debt **** 0 (4,197) (1,750) (9,023)
Common stock issued **** 536 477 1,354 1,380
Common stock repurchased **** (5,509) (8,822) (16,541) (23,939)
Common stock cash dividends paid **** (5,059) (4,645) (14,746) (13,503)
Other, net **** (258) (158) (839) (522)
Net cash used in financing **** (10,290) (17,345) (32,522) (45,607)
Investing
Additions to property and equipment **** (6,607) (5,340) (19,164) (17,015)
Acquisition of companies, net of cash acquired, and purchases <br>of intangible<br>and other assets **** (301) (18,719) (1,329) (20,775)
Purchases of investments **** (9,063) (8,723) (25,675) (21,537)
Maturities of investments **** 13,154 1,099 26,744 15,214
Sales of investments **** 1,239 16,693 8,725 25,218
Other, net **** (1,686) (1,181) (2,847) (1,687)
Net cash used in investing **** (3,264) (16,171) (13,546) (20,582)
Effect of foreign exchange rates on cash and cash equivalents **** 29 24 (113) 57
Net change in cash and cash equivalents **** 10,916 (8,106) 12,631 (1,726)
Cash and cash equivalents, beginning of period **** 15,646 20,604 13,931 14,224
Cash and cash equivalents, end of period **** 26,562 12,498 26,562 $12,498

All values are in US Dollars.

SEGMENT REVENUE AND OPERATING INCOME

(In millions) (Unaudited)

Three Months Ended<br><br><br>March 31,
2023
Revenue
Productivity and Business Processes **** 17,516 15,789 50,983 $46,764
Intelligent Cloud **** 22,081 18,987 63,914 54,161
More Personal Computing **** 13,260 14,584 40,829 45,480
Total **** 52,857 49,360 155,726 $146,405
Operating Income
Productivity and Business Processes **** 8,639 7,185 25,137 $22,454
Intelligent Cloud **** 9,476 8,391 27,358 24,395
More Personal Computing **** 4,237 4,788 11,774 16,000
Total **** 22,352 20,364 64,269 $62,849

All values are in US Dollars.

We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.