Item 2.06. Material Impairments

On June 28, 2012, Microsoft Corporation (the "Company") concluded it will take a noncash, non-tax-deductible charge of approximately $6.2 billion for impairment of goodwill in its Online Services Division segment in the quarter ending June 30, 2012. The conclusion was made in connection with the Company's annual impairment testing of goodwill for the fiscal year ending June 30, 2012. While the Online Services Division business has been improving, the Company's expectations for future growth and profitability are lower than previous estimates. The Company's press release announcing the impairment charge is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1 Press release, dated July 2, 2012, issued by Microsoft Corporation

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