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MSFT > SEC Filings for MSFT > Form 10-Q on 18-Oct-2012All Recent SEC Filings

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Quarterly Report


Note About Forward-Looking Statements

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: "Management's Discussion and Analysis," and "Risk Factors." These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" (Part II, Item 1A of this Form 10-Q). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.


The following management's discussion and analysis ("MD&A") is intended to help the reader understand the results of operations and financial condition of Microsoft Corporation. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended June 30, 2012 and our financial statements and accompanying Notes to Financial Statements.

Microsoft is a technology leader focused on helping people and businesses throughout the world realize their full potential. We create technology that transforms the way people work, play, and communicate across a wide range of computing devices.

We generate revenue by developing, licensing, and supporting a wide range of software products, by offering an array of services, including cloud-based services to consumers and businesses, by designing and selling hardware that integrates with our cloud-based services, and by delivering relevant online advertising to a global audience. Our most significant expenses are related to compensating employees, designing, manufacturing, marketing, and selling our products and services, and income taxes.

Industry Trends

Our industry is dynamic and highly competitive, with frequent changes in both technologies and business models. Each industry shift is an opportunity to conceive new products, new technologies, or new ideas that can further transform the industry and our business. At Microsoft, we push the boundaries of what is possible through a broad range of research and development activities that seek to anticipate the changing demands of customers, industry trends, and competitive forces.

Key Opportunities and Investments

We invest research and development resources in new products and services in the areas where we see significant opportunities to drive future growth. As we look forward, the capabilities and accessibility of PCs, tablets, phones, televisions, and other devices powered by rich software platforms and applications continue to grow. With this trend we believe the full potential of software will be seen and felt in how people use these devices and the associated services at work and in their personal lives.

Devices with End-User Services

We work with an ecosystem of partners to deliver a broad spectrum of Windows devices. In some cases we build our own devices, as we have chosen to do with Xbox and the recently announced Surface. In all our work with partners and on our own devices, we focus on delivering seamless services and experiences across devices. As consumer services and hardware advance, we expect they will continue to better complement one another, connecting the devices people use daily to unique communications, productivity, and entertainment services from Microsoft and our partners and developers around the world.

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Windows 8 reflects this shift. Coming to market on October 26, 2012 on a variety of state-of-the-art hardware, Windows 8 is built to take advantage of our consumer cloud services. Windows 8 is made for both personal and professional use and unites the light, thin, and convenient aspects of a tablet with the power of a PC. For example, Xbox Music, Video, Games, and SmartGlass applications make it possible to select and experience entertainment across a range of devices by simplifying and increasing the accessibility of entertainment experiences. SkyDrive, our cloud storage solution, connects content across all of a user's devices. Bing's search technologies in Windows 8 is designed to help users get more done. Skype has a new Windows 8 application and connects directly into the new Office.

The new Office was designed for Windows 8 and takes advantage of new mobile form factors with touch and pen capabilities. It unlocks new experiences for reading, note taking, meetings, and communications and brings social experiences directly into productivity and collaboration scenarios. The combination of a Windows 8 tablet with OneNote and SkyDrive will transform how to take notes, annotate documents, and share information.

Services for the Enterprise

Today, businesses face important opportunities and challenges. Enterprise IT departments are asked to deploy technology that drives business strategy forward. They decide what solutions will make employees more productive, collaborative, and satisfied. They work to unlock business insights from a world of data. At the same time, they must manage and secure corporate information that employees access across a growing number of personal and corporate devices.

To address these opportunities, businesses look to our world-class business applications like Microsoft Dynamics, Office, Exchange, SharePoint, Lync, and our business intelligence solutions. They rely on our technology to manage employee corporate identity and to protect their corporate data. And, increasingly, businesses of all sizes are looking to Microsoft to realize the benefits of the cloud.

Helping businesses move to the cloud is one of our largest opportunities. Cloud-based solutions provide customers with software, services, and content over the Internet by way of shared computing resources located in centralized data centers. The shift to the cloud is driven by three important economies of scale: larger data centers can deploy computational resources at significantly lower cost per unit than smaller ones; larger data centers can coordinate and aggregate diverse customer, geographic, and application demand patterns improving the utilization of computing, storage, and network resources; and multi-tenancy lowers application maintenance labor costs for large public clouds. Because of the improved economics, the cloud offers unique levels of elasticity and agility that enable new solutions and applications. For businesses of all sizes, the cloud creates the opportunity to focus on innovation while leaving non-differentiating activities to reliable and cost-effective providers.

Unique to Microsoft, we continue to design and deliver cloud solutions that allow our customers to move to leverage both the cloud and their on-premise assets. For example, a company can choose to deploy Office or Microsoft Dynamics on premises, as a cloud service, or a combination of both. With Windows Server 2012, Windows Azure and System Center infrastructure, businesses can deploy applications in their own datacenter, a partner's datacenter, or in Microsoft's datacenter with common security, management, and administration across all environments, with the flexibility and scale they desire. Our business customers tell us these hybrid capabilities are critical to harnessing the power of the cloud so they can reach new levels of efficiency and tap new areas of growth.

Our Future Opportunity

There are several distinct areas of technology that we are focused on driving forward. Our goal is to lead the industry in these areas over the long term, which we expect will translate to sustained growth well into the future. We are investing significant resources in:

Developing new form factors that have increasingly natural ways to use them, including touch, gestures, and speech.

Making technology more intuitive and able to act on our behalf, instead of at our command, with machine learning.

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Building and running cloud services in ways that unleash new experiences and opportunities for businesses and individuals.

Firmly establishing our Windows platform across the PC, tablet, phone, server, and cloud to drive a thriving ecosystem of developers, unify the cross-device user experience, and increase agility when bringing new advances to market.

Delivering new scenarios with improvements in how people learn, work, play, and interact with one another.

We believe the breadth of our devices and services portfolio, our large, global partner and customer base, and the growing Windows ecosystem position us to be a leader in these areas.

Economic Conditions, Challenges and Risks

As discussed above, our industry is dynamic and highly competitive. We must anticipate changes in technology and business models. Our model for growth is based on our ability to initiate and embrace disruptive technology trends, to enter new markets, both in terms of geographies and product areas, and to drive broad adoption of the products and services we develop and market.

At Microsoft, we prioritize our investments among the highest long-term growth opportunities. These investments require significant resources and are multi-year in nature. The products and services we bring to market may be developed internally, brought to market as part of a partnership or alliance, or through acquisition.

Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. Microsoft competes for talented individuals worldwide by offering broad customer reach, scale in resources, and competitive compensation.

Demand for our software, services, and hardware has a strong correlation to global macroeconomic factors. The current macroeconomic factors remain dynamic. See a discussion of these factors and other risks under Risk Factors (Part II, Item 1A. of this Form 10-Q).


Our revenue historically has fluctuated quarterly and has generally been the highest in the second quarter of our fiscal year due to corporate calendar year-end spending trends in our major markets and holiday season spending by consumers. Our Entertainment and Devices Division is particularly seasonal as its products are aimed at the consumer market and are in highest demand during the holiday shopping season. Typically, the Entertainment and Devices Division has generated approximately 40% of its yearly segment revenue in our second fiscal quarter.

Unearned Revenue

Quarterly and annual revenue may be impacted by the deferral of revenue. See the discussions below regarding revenue deferred on sales of the current version of the Microsoft Office system with a guarantee to be upgraded to the newest version of the Microsoft Office system at minimal or no cost (the "Office Deferral"), and on sales of Windows 7 with an option to upgrade to Windows 8 Pro at a discounted price upon general availability ("the Windows Upgrade Offer") and pre-sales of Windows 8 to original equipment manufacturers and retailers before general availability ("Windows 8 Pre-Sales") (collectively, the "Windows Deferral").

                             RESULTS OF OPERATIONS


                                                                   Three Months Ended        Percentage
(In millions, except percentages and per share amounts)                 September 30,            Change
------------------------------------------------------------------------------------------------------- -

                                                                 2012            2011

Revenue                                                    $   16,008      $   17,372              (8)%
Operating income                                           $    5,308      $    7,203             (26)%
Diluted earnings per share                                 $     0.53      $     0.68             (22)%
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Revenue decreased mainly due to the deferral of $1.2 billion of revenue related to the Windows Deferral and $189 million of revenue primarily related to the Office Deferral, as well as due to lower Xbox 360 entertainment platform revenue, offset in part by strong sales of Server and Tools products and services. Revenue for the three months ended September 30, 2012 also included revenue for Skype, which was acquired October 13, 2011.

Operating income decreased reflecting lower revenue and increased cost of revenue and research and development expenses. Cost of revenue increased $391 million or 10%, primarily due to payments made to Nokia related to joint strategic initiatives and higher headcount-related expenses, primarily related to the Server and Tools Business. Research and Development expenses increased $131 million or 6%, due mainly to higher headcount-related expenses, primarily related to the Entertainment and Devices Division, as well as increased lab and localization costs.


The revenue and operating income (loss) amounts in this section are presented on a basis consistent with accounting principles generally accepted in the U.S. ("U.S. GAAP") and include certain reconciling items attributable to each of the segments. Segment information appearing in Note 17 - Segment Information of the Notes to Financial Statements (Part I, Item I of this Form 10-Q) is presented on a basis consistent with our current internal management reporting. Certain corporate-level activity has been excluded from segment operating results and is analyzed separately. We have recast certain prior period amounts within this MD&A to conform to the way we internally managed and monitored segment performance during the current fiscal year.

Windows & Windows Live Division

                                                 Three Months Ended       Percentage
      (In millions, except percentages)               September 30,           Change
      ------------------------------------------------------------------------------ -

                                                2012           2011

      Revenue                             $    3,244     $    4,874            (33)%
      Operating income                    $    1,646     $    3,270            (50)%
      ------------------------------------------------------------------------------ -

Windows & Windows Live Division ("Windows Division") develops and markets PC operating systems, related software and online services, and PC hardware products. This collection of software, hardware, and services is designed to simplify everyday tasks through seamless operations across the user's hardware and software and efficient browsing capabilities. Windows Division offerings consist of the Windows operating system, software and services through Windows Live, and Microsoft PC hardware products.

Excluding the impact of the Windows Deferral, approximately 75% of total Windows Division revenue comes from Windows operating system software purchased by original equipment manufacturers ("OEMs") which they pre-install on equipment they sell. The remaining approximately 25% of Windows Division revenue is generated by commercial and retail sales of Windows and PC hardware products and online advertising from Windows Live.

Windows Division revenue decreased from the prior year, due mainly to the deferral of $783 million of revenue related to Windows 8 Pre-Sales and $384 million of revenue related to the Windows Upgrade Offer. Windows Division revenue was also negatively impacted by a decline in the PC market, decreased inventory levels within distribution channels as OEMs and retailers began to prepare for the Windows 8 launch, and continued higher relative growth in emerging markets, where average selling prices are lower than developed markets.

Windows Division operating income decreased, due mainly to lower revenue. Operating expenses were impacted by higher research and development expenses, which were offset by lower sales and marketing expenses. Research and development expenses increased $43 million or 10%, primarily associated with Windows 8 and Surface. Sales and marketing expenses decreased $51 million or 8%, reflecting decreased corporate marketing activities, offset in part by increased advertising of Windows.

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                                     PART I

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Server and Tools

                                                 Three Months Ended       Percentage
      (In millions, except percentages)               September 30,           Change
      ------------------------------------------------------------------------------ -

                                                2012           2011

      Revenue                             $    4,552     $    4,216               8%
      Operating income                    $    1,748     $    1,565              12%
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Server and Tools develops and markets technology and related services that enable information technology professionals and their systems to be more productive and efficient. Server and Tools product and service offerings include Windows Server, Microsoft SQL Server, Windows Azure, Visual Studio, System Center products, Windows Embedded device platforms, and Enterprise Services. Enterprise Services comprise Premier product support services and Microsoft Consulting Services. We also offer developer tools, training, and certification. Approximately 80% of Server and Tools revenue comes from volume licensing programs, retail packaged product and licenses sold to OEMs, and the remainder comes from Enterprise Services.

Server and Tools revenue increased in both product sales and Enterprise Services. Product revenue increased $215 million or 6%, driven primarily by growth in SQL Server, System Center, and Developer Tools, reflecting continued adoption of the Windows platform. Enterprise Services revenue grew $121 million or 13%, due to growth in both Premier product support and consulting services.

Server and Tools revenue for the three months ended September 30, 2012 included an unfavorable foreign currency impact of $77 million.

Server and Tools operating income increased, primarily due to revenue growth, offset in part by higher cost of revenue and increased sales and marketing expenses. Cost of revenue increased $110 million or 12%, primarily reflecting higher headcount-related costs. Sales and marketing expenses grew $48 million or 5%, reflecting increased corporate marketing activities and fees paid to third-party enterprise software advisors.

Online Services Division

                                                Three Months Ended        Percentage
      (In millions, except percentages)              September 30,            Change
      ------------------------------------------------------------------------------ -

                                               2012           2011

      Revenue                             $     697      $     641                9%
      Operating loss                      $    (364 )    $    (514 )             29%
      ------------------------------------------------------------------------------ -

Online Services Division ("OSD") develops and markets information and content designed to help people simplify tasks and make more informed decisions online, and to help advertisers connect with audiences. OSD offerings include Bing, Bing Ads, MSN, and advertiser tools. Bing and MSN generate revenue through the sale of search and display advertising, accounting for nearly all of OSD's annual revenue.

Online advertising revenue grew $83 million or 15% to $655 million, reflecting continued growth in search advertising revenue, offset in part by decreased display advertising revenue. Search revenue grew due to increased revenue per search, increased volumes reflecting general market growth, and share gains in the U.S. According to third-party sources, Bing organic U.S. market share for the month of September 2012 was approximately 16%, and grew 120 basis points year over year. Bing-powered U.S. market share, including Yahoo! properties, was approximately 25% for the month of September 2012, down 160 basis points year over year.

OSD's operating loss was reduced by higher revenue and lower cost of revenue and sales and marketing expenses, offset in part by higher research and development expenses. Cost of revenue decreased $91 million, driven by lower Yahoo! reimbursement costs and traffic acquisition costs. Sales and marketing expenses decreased $40 million or 23%, due mainly to decreased corporate marketing activities. Research and development expenses increased $32 million or 10%, primarily reflecting higher headcount-related expenses.

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                                     PART I

                                     Item 2

Microsoft Business Division

                                                 Three Months Ended      Percentage
      (In millions, except percentages)               September 30,          Change
      ----------------------------------------------------------------------------- -

                                                2012           2011

      Revenue                             $    5,502     $    5,635            (2)%
      Operating income                    $    3,646     $    3,717            (2)%
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Microsoft Business Division ("MBD") develops and markets software and online services designed to increase personal, team, and organization productivity. MBD offerings include the Microsoft Office system (comprising mainly Office, SharePoint, Exchange, Lync, and Office 365), which generates over 90% of MBD revenue, and Microsoft Dynamics business solutions. We evaluate MBD results based upon the nature of the end user in two primary parts: business revenue, which includes Microsoft Office system revenue generated through volume licensing agreements and Microsoft Dynamics revenue; and consumer revenue, which includes revenue from retail packaged product sales and OEM revenue.

MBD revenue decreased, mainly reflecting $189 million of revenue deferred primarily related to the Office Deferral, offset in part by overall increased sales of the 2010 Microsoft Office system. Business revenue increased $142 million or 3%, primarily reflecting growth in multi-year volume licensing revenue and a 6% increase in Microsoft Dynamics revenue. Consumer revenue decreased $275 million or 25% driven by the Office Deferral and a decline in the PC market.

MBD revenue for the three months ended September 30, 2012 included an unfavorable foreign currency impact of $119 million.

MBD operating income decreased, mainly due to lower revenue, offset in part by decreased research and development expenses. Research and development expenses decreased $64 million or 13%, primarily due to the capitalization of certain Microsoft Office system software development costs, offset in part by increased headcount-related expenses.

Entertainment and Devices Division

                                                 Three Months Ended       Percentage
      (In millions, except percentages)               September 30,           Change
      ------------------------------------------------------------------------------ -

                                                2012           2011

      Revenue                             $    1,946     $    1,961             (1)%
      Operating income                    $       19     $      340            (94)%
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Entertainment and Devices Division ("EDD") develops and markets products and services designed to entertain and connect people. EDD offerings include the Xbox 360 entertainment platform (which includes the Xbox 360 gaming and entertainment console, Kinect for Xbox 360, Xbox 360 video games, Xbox LIVE, and Xbox 360 accessories), Mediaroom (our Internet protocol television software), Skype, and Windows Phone, including related patent licensing revenue. We acquired Skype on October 13, 2011, and its results of operations from that date are reflected in our results discussed below.

EDD revenue decreased slightly, mostly due to lower Xbox 360 platform revenue, offset in part by Skype and Windows Phone revenue. Xbox 360 platform revenue decreased $418 million or 24%, due mainly to lower volumes of consoles sold and lower video game revenue, offset in part by higher Xbox LIVE revenue. We shipped 1.7 million Xbox 360 consoles during the first quarter of fiscal year 2013, compared with 2.3 million Xbox 360 consoles during the first quarter of fiscal year 2012. Video game revenue decreased primarily due to the release of Gears of War 3 in the first quarter of fiscal year 2012 with no comparable major releases in the first quarter of fiscal year 2013.

EDD operating income decreased, due mainly to higher cost of revenue and research and development expenses. Cost of revenue grew $151 million or 14%, largely due to payments made to Nokia related to joint strategic initiatives and due to the acquisition of Skype, offset in part by decreased sales of Xbox 360 consoles and lower video game royalties. Research and development expenses increased $140 million or 44%, primarily reflecting higher headcount-related expenses related to interactive entertainment and the acquisition of Skype.

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