MICROSOFT CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. REPORT OF MANAGEMENT ON INTERNAL C ONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. 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. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2025. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Deloitte & Touche LLP has audited our internal control over financial reporting as of June 30, 2025; their report is included in Item 9A. 89 PART II Item 9A REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Microsoft Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Microsoft Corporation and subsidiaries (the “Company”) as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ D ELOITTE & T OUCHE LLP Seattle, Washington July 30, 2025 90 PART II, III Item 9B, 9C, 10, 11, 12, 13 ITEM 9B. OTHER INFORMATION Insider Trading Arrangements None of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted, modified , or terminated a “ Rule 10b5-1 trading arrangement ” or a “ non-Rule 10b5-1 trading arrangement, ” as defined in Item 408 of Regulation S-K, during the three months ended June 30, 2025. ITEM 9C. DISCLOSURE REGARDING FOREIGN J URISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFF ICERS, AND CORPORATE GOVERNANCE A list of our executive officers and biographical information appears in Part I, Item 1 of this Form 10-K. Information about our directors may be found under the caption “Our Director Nominees” in our Proxy Statement for the Annual Meeting of Shareholders to be held December 5, 2025 (the “Proxy Statement”). Information about our Audit Committee may be found under the caption “Board Committees” in the Proxy Statement. 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. We have adopted the Microsoft Finance Code of Professional Conduct (the “finance code of ethics”), a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other finance organization employees. The finance code of ethics is publicly available on our website at https://aka.ms/FinanceCodeProfessionalConduct . 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. 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. ITEM 11. EXECUTI VE COMPENSATION The information in the Proxy Statement set forth under the captions “Director Compensation,” “Named Executive Officer Compensation,” “Compensation Committee Report,” and, if required, “Compensation Committee Interlocks and Insider Participation,” is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information in the Proxy Statement set forth under the captions “Stock Ownership Information,” “Principal Shareholders,” and “Equity Compensation Plan Information” is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information set forth in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and Related Transactions” is incorporated herein by reference. 91 PART III Item 14 ITEM 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES Information concerning fees and services provided by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ), appears in the Proxy Statement under the headings “Fees Billed by Deloitte & Touche” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor” and is incorporated herein by reference. 92 PART IV Item 15 PART IV ITEM 15. EXHIBIT AND FINANC IAL STATEMENT SCHEDULES (a) Financial Statements and Schedules The financial statements are set forth under Part II, Item 8 of this Form 10-K, as indexed below. Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included. Index to Financial Statements Page Income Statements 50 Comprehensive Income Statements 51 Balance Sheets 52 Cash Flows Statements 53 Stockholders’ Equity Statements 54 Notes to Financial Statements 55 Report of Independent Registered Public Accounting Firm 86 (b) Exhibit Listing Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 3.1 Amended and Restated Articles of Incorporation of Microsoft Corporation 8-K 3.1 12/1/2016 3.2 Bylaws of Microsoft Corporation 8-K 3.2 7/1/2025 4.1 Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (“Base Indenture”) S-3ASR 4.1 10/29/2015 4.2 Form of First Supplemental Indenture for 2.95% Notes due 2014, 4.20% Notes due 2019, and 5.20% Notes due 2039, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Base Indenture 8-K 4.2 5/15/2009 4.5 Form of Second Supplemental Indenture for 0.875% Notes due 2013, 1.625% Notes due 2015, 3.00% Notes due 2020, and 4.50% Notes due 2040, dated as of September 27, 2010, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.2 9/27/2010 93 PART IV Item 15 Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 4.6 Third Supplemental Indenture for 2.500% Notes due 2016, 4.000% Notes due 2021, and 5.300% Notes due 2041, dated as of February 8, 2011, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.2 2/8/2011 4.7 Fourth Supplemental Indenture for 0.875% Notes due 2017, 2.125% Notes due 2022, and 3.500% Notes due 2042, dated as of November 7, 2012, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 11/7/2012 4.8 Fifth Supplemental Indenture for 2.625% Notes due 2033, dated as of May 2, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 5/1/2013 4.9 Sixth Supplemental Indenture for 1.000% Notes due 2018, 2.375% Notes due 2023, and 3.750% Notes due 2043, dated as of May 2, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.2 5/1/2013 4.10 Seventh Supplemental Indenture for 2.125% Notes due 2021 and 3.125% Notes due 2028, dated as of December 6, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 12/6/2013 94 PART IV Item 15 Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 4.11 Eighth Supplemental Indenture for 1.625% Notes due 2018, 3.625% Notes due 2023, and 4.875% Notes due 2043, dated as of December 6, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.2 12/6/2013 4.12 Ninth Supplemental Indenture for 1.850% Notes due 2020, 2.375% Notes due 2022, 2.700% Notes due 2025, 3.500% Notes due 2035, 3.750% Notes due 2045, and 4.000% Notes due 2055, dated as of February 12, 2015, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 2/12/2015 4.13 Tenth Supplemental Indenture for 1.300% Notes due 2018, 2.000% Notes due 2020, 2.650% Notes due 2022, 3.125% Notes due 2025, 4.200% Notes due 2035, 4.450% Notes due 2045, and 4.750% Notes due 2055, dated as of November 3, 2015, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 11/3/2015 4.14 Eleventh Supplemental Indenture for 1.100% Notes due 2019, 1.550% Notes due 2021, 2.000% Notes due 2023, 2.400% Notes due 2026, 3.450% Notes due 2036, 3.700% Notes due 2046, and 3.950% Notes due 2056, dated as of August 8, 2016, between Microsoft Corporation and U.S. Bank, National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 8/5/2016 95 PART IV Item 15 Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 4.15 Twelfth Supplemental Indenture for 1.850% Notes due 2020, 2.400% Notes due 2022, 2.875% Notes due 2024, 3.300% Notes due 2027, 4.100% Notes due 2037, 4.250% Notes due 2047, and 4.500% Notes due 2057, dated as of February 6, 2017, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 2/3/2017 4.16 Thirteenth Supplemental Indenture for 2.525% Notes due 2050 and 2.675% Notes due 2060, dated as of June 1, 2020, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 6/1/2020 4.17 Fourteenth Supplemental Indenture for 2.921% Notes due 2052 and 3.041% Notes due 2062, dated as of March 17, 2021, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 3/17/2021 4.18 Fifteenth Supplemental Indenture, dated as of November 6, 2023, by and between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.2 11/6/2023 4.19 Indenture, dated as of September 19, 2016, 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 2026 8-K 4.9 11/6/2023 4.20 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 8-K 4.10 11/6/2023 96 PART IV Item 15 Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 4.21 First Supplemental 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 and 4.500% Senior Notes due 2047 8-K 4.11 11/6/2023 4.22 Second Supplemental Indenture, dated as of August 10, 2020, by and between Activision Blizzard, Inc. and Wells Fargo Bank, National Association, as Trustee, with respect to Activision Blizzard, Inc.’s 1.350% Senior Notes due 2030 and 2.500% Senior Notes due 2050 8-K 4.12 11/6/2023 4.23 First Supplemental Indenture, dated as of October 27, 2023, by and between Activision Blizzard, Inc. and Computershare Trust Company, N.A., with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2026 8-K 4.13 11/6/2023 4.24 Third Supplemental Indenture, dated as of October 27, 2023, by and between Activision Blizzard, Inc. and Computershare Trust Company, N.A., with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2027 and 4.500% Senior Notes due 2047 8-K 4.14 11/6/2023 4.25 Fourth Supplemental Indenture, dated as of October 27, 2023, by and between Activision Blizzard, Inc. and Computershare Trust Company, N.A., with respect to Activision Blizzard, Inc.’s 1.350% Senior Notes due 2030 and 2.500% Senior Notes due 2050 8-K 4.15 11/6/2023 4.26 Description of Securities 10-K 6/30/2024 4.26 7/30/2024 10.1* Microsoft Corporation 2001 Stock Plan 10-Q 9/30/2016 10.1 10/20/2016 10.2* Microsoft Corporation Employee Stock Purchase Plan DEF14A Annex A 10/14/2021 10.3* Microsoft Corporation Deferred Compensation Plan 10-K 6/30/2024 10.5 7/30/2024 10.4* Microsoft Corporation 2017 Stock Plan DEF14A Annex C 10/16/2017 10.5* Form of Stock Award Agreement Under the Microsoft Corporation 2017 Stock Plan 10-Q 3/31/2018 10.26 4/26/2018 10.6* Form of Performance Stock Award Agreement Under the Microsoft Corporation 2017 Stock Plan 10-Q 3/31/2018 10.27 4/26/2018 10.7 Amended and Restated Officers’ Indemnification Trust Agreement between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee X 97 PART IV Item 15 Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 10.8 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 X 10.9* Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors 10-Q 12/31/2017 10.14 1/31/2018 10.10* Microsoft Corporation Executive Incentive Plan 8-K 10.1 9/19/2018 10.11* Microsoft Corporation Executive Incentive Plan 10-Q 9/30/2016 10.17 10/20/2016 10.12* Form of Executive Incentive Plan (Executive Officer SAs) Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan 10-Q 9/30/2016 10.18 10/20/2016 10.13* Form of Executive Incentive Plan Performance Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan 10-Q 9/30/2016 10.25 10/20/2016 10.14* Senior Executive Severance Benefit Plan 10-Q 9/30/2016 10.22 10/20/2016 10.15* Offer Letter, dated February 3, 2014, between Microsoft Corporation and Satya Nadella 8-K 10.1 2/4/2014 10.16* Long-Term Performance Stock Award Agreement between Microsoft Corporation and Satya Nadella 10-Q 12/31/2014 10.24 1/26/2015 10.17* Offer Letter, dated October 25, 2020, between Microsoft Corporation and Christopher Young 10-Q 9/30/2021 10.27 10/26/2021 19.1 General Insider Trading Policy 10-K 6/30/2024 19.1 7/30/2024 19.2 Restricted Trading Window Policy 10-K 6/30/2024 19.2 7/30/2024 19.3 Insider Trading Compliance and Preclearance Policies for Section 16 Officers and Directors of Microsoft 10-K 6/30/2024 19.3 7/30/2024 21 Subsidiaries of Registrant X 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1** Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 98 PART IV Item 15 Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 32.2** Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1* Microsoft Corporation Executive Compensation Recovery Policy 10-K 6/30/2024 97.1 7/30/2024 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104 Cover page formatted as Inline XBRL and contained in Exhibit 101 X * Indicates a management contract or compensatory plan or arrangement. ** Furnished, not filed. 99 PART IV Item 16 ITEM 16. FORM 10-K SUMMARY None. 100 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Redmond, State of Washington, on July 30, 2025. M ICROSOFT C ORPORATION /s/ A LICE L. J OLLA Alice L. Jolla Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on July 30, 2025. Signature Title /s/ S ATYA N ADELLA Chairman and Chief Executive Officer (Principal Executive Officer) Satya Nadella /s/ R EID G. H OFFMAN Director Reid G. Hoffman /s/ H UGH F. J OHNSTON Director Hugh F. Johnston /s/ T ERI L. L IST Director Teri L. List /s/ C ATHERINE M AC G REGOR Director Catherine MacGregor /s/ M ARK A. L. M ASON Director Mark A. L. Mason /s/ S ANDRA E. P ETERSON Lead Independent Director Sandra E. Peterson /s/ P ENNY S. P RITZKER Director Penny S. Pritzker /s/ C ARLOS A. R ODRIGUEZ Director Carlos A. Rodriguez /s/ C HARLES W. S CHARF Director Charles W. Scharf /s/ J OHN W. S TANTON Director John W. Stanton /s/ E MMA N. W ALMSLEY Director Emma N. Walmsley /s/ A MY E. H OOD Executive Vice President and Chief Financial Officer (Principal Financial Officer) Amy E. Hood /s/ A LICE L. J OLLA Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer) Alice L. Jolla 101