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Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of Activision Blizzard, Inc., acquired on October 13, 2023, which is included in our consolidated financial statements since the date of acquisition and represented less than 1% of our total assets as of June 30, 2024 after excluding goodwill and intangible assets acquired, and 2% of our total revenues for the year ended June 30, 2024.
Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2025.
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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2025, of the Company and our report dated July 30, 2025, expressed an unqualified opinion on those financial statements.
−Removed: As described in the Report of Management on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Activision Blizzard, Inc., which was acquired on October 13, 2023, and whose financial statements constitute less than 1 percent of total assets as of June 30, 2024 after excluding goodwill and intangible assets acquired, and 2 percent of total revenues for the year ended June 30, 2024.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Activision Blizzard, Inc.
Basis for Opinion
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Information about our Audit Committee may be found under the caption “Board Committees” in the Proxy Statement.
+Added: Information about our trading policies and procedures can be found under the caption “Insider Trading Policies and Procedures” in the Proxy Statement.
That information is incorporated herein by reference.
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If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.
−Removed: We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market LLC listing standards.
−Removed: Our General Insider Trading Policy prohibits our employees and related persons and entities from trading in securities of Microsoft and other companies while in possession of material, nonpublic information.
−Removed: Our General Insider Trading Policy also prohibits our employees from disclosing material, nonpublic information Microsoft, or another publicly traded company, to others who may trade on the basis of that information.
−Removed: A copy of our General Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.
−Removed: Our Restricted Trading Window Policy requires that certain officers of the company (corporate vice presidents and above) and other designated employees only transact in Microsoft securities during an open window period, subject to limited exceptions.
−Removed: In addition, certain officers of the company are required to obtain approval in advance of transactions in Microsoft securities.
−Removed: A copy of our Restricted Trading Window Policy is filed as Exhibit 19.2 to this Form 10-K.
−Removed: Our executive officers and directors must also comply with additional trading restrictions.
−Removed: A copy of our Insider Trading Compliance and Preclearance Policies for Section 16 Officers and Directors of Microsoft is filed as Exhibit 19.3 to this Form 10-K.
−Removed: Item 11, 12, 13, 14
+Added: We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.
EXECUTI VE COMPENSATION
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information set forth in the Proxy Statement under the captions “Director Independence Guidelines” and “Certain Relationships and Related Transactions” is incorporated herein by reference.
+Added: The information set forth in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and Related Transactions” is incorporated herein by reference.
PRINCIPAL ACCOU NTANT FEES AND SERVICES
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and Wells Fargo Bank, National Association, as Trustee, with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2026
−Removed: Incorporated by Reference
−Removed: Exhibit Description
Base Indenture, dated as of May 26, 2017, by and between Activision Blizzard, Inc.
and Wells Fargo Bank, National Association, as Trustee, with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2027, 1.350% Senior Notes due 2030, 4.500% Senior Notes due 2047 and 2.500% Senior Notes due 2050
+Added: Incorporated by Reference
+Added: Exhibit Description
First Supplemental Indenture, dated as of May 26, 2017, by and between Activision Blizzard, Inc.
11 unchanged sentences
Microsoft Corporation Employee Stock Purchase Plan
−Removed: Incorporated by Reference
−Removed: Exhibit Description
Microsoft Corporation Deferred Compensation Plan
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Amended and Restated Officers’ Indemnification Trust Agreement between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee
−Removed: Assumption of Beneficiaries’ Representative Obligations Under Amended and Restated Officers’ Indemnification Trust Agreement
+Added: Incorporated by Reference
+Added: Exhibit Description
Form of Indemnification Agreement and Amended and Restated Directors’ Indemnification Trust Agreement between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee
−Removed: Assumption of Beneficiaries’ Representative Obligations Under Amended and Restated Directors’ Indemnification Trust Agreement
Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors
5 unchanged sentences
Offer Letter, dated February 3, 2014, between Microsoft Corporation and Satya Nadella
−Removed: Incorporated by Reference
−Removed: Exhibit Description
Long-Term Performance Stock Award Agreement between Microsoft Corporation and Satya Nadella
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Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Incorporated by Reference
+Added: Exhibit Description
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Satya Nadella
−Removed: /s/ R EID H OFFMAN
/s/ C ATHERINE M AC G REGOR
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.