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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) October 28, 2025

Microsoft Corporation

 

 

 

 

 

Washington

 

001-37845

91-1144442

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

(IRS Employer

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 October 29, 2025, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 7.01.

Regulation FD Disclosure

On October 28, 2025, Microsoft Corporation posted a blog titled "The next chapter of the Microsoft-OpenAI partnership." A copy of the blog is furnished as Exhibit 99.2 to this report.

Microsoft Corporation is also furnishing an investor presentation titled "First Quarter Fiscal Year 2026 Results." A copy of the presentation is furnished as Exhibit 99.3 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 Exhibits 99.1, 99.2, and 99.3, 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 October 29, 2025, issued by Microsoft Corporation

 

99.2

Microsoft blog, dated October 28, 2025, titled "The next chapter of the Microsoft-OpenAI partnership"

 

99.3

Investor presentation, dated October 29, 2025, titled "First Quarter Fiscal Year 2026 Results"

 

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

 

 

Date: October 29, 2025

/s/ ALICE L. JOLLA

 

Alice L. Jolla

 

Corporate Vice President and

Chief Accounting Officer

 


EX-99.1 2 msft-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Microsoft Cloud and AI Strength Drives First Quarter Results

REDMOND, Wash. — October 29, 2025 — Microsoft Corp. today announced the following results for the quarter ended September 30, 2025, as compared to the corresponding period of last fiscal year:

Revenue was $77.7 billion and increased 18% (up 17% in constant currency)
Operating income was $38.0 billion and increased 24% (up 22% in constant currency)
Net income, on a GAAP basis, was $27.7 billion and increased 12%, and on a non-GAAP basis was $30.8 billion and increased 22% (up 21% in constant currency)
Diluted earnings per share, on a GAAP basis, was $3.72 and increased 13%, and on a non-GAAP basis was $4.13 and increased 23% (up 21% in constant currency)
Non-GAAP results exclude the impact from investments in OpenAI, explained in the Non-GAAP Definition section below

“Our planet-scale cloud and AI factory, together with Copilots across high value domains, is driving broad diffusion and real-world impact,” said Satya Nadella, chairman and chief executive officer of Microsoft. “It’s why we continue to increase our investments in AI across both capital and talent to meet the massive opportunity ahead.”

“We delivered a strong start to the fiscal year, exceeding expectations across revenue, operating income, and earnings per share,” said Amy Hood, executive vice president and chief financial officer of Microsoft. “Continued strength in the Microsoft Cloud reflects the growing customer demand for our differentiated platform.”

The following table reconciles our financial results reported in accordance with generally accepted accounting principles (GAAP) to non-GAAP financial results. Additional information regarding our non-GAAP definition is provided below. All growth comparisons relate to the corresponding period in the last fiscal year.

 

Three Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 ($ in millions, except per share amounts)

 

Net Income

 

Diluted
Earnings
per Share

 

 

 

 

 

 

 

 

 

 

2024 As Reported (GAAP)

 

$24,667

 

$3.30

Impact from investments in OpenAI

 

523

 

0.07

2024 As Adjusted (non-GAAP)

 

$25,190

 

$3.37

2025 As Reported (GAAP)

 

$27,747

 

$3.72

Impact from investments in OpenAI

 

3,086

 

0.41

2025 As Adjusted (non-GAAP)

 

$30,833

 

$4.13

Percentage Change Y/Y (GAAP)

 

12%

 

13%

Percentage Change Y/Y Constant Currency

 

11%

 

11%

Percentage Change Y/Y (non-GAAP)

 

22%

 

23%

Percentage Change Y/Y (non-GAAP) Constant Currency

 

21%

 

21%

Business Highlights

Microsoft Cloud revenue was $49.1 billion and increased 26% (up 25% in constant currency), and commercial remaining performance obligation increased 51% to $392 billion.

Revenue in Productivity and Business Processes was $33.0 billion and increased 17% (up 14% in constant currency), with the following business highlights:

Microsoft 365 Commercial cloud revenue increased 17% (up 15% in constant currency)
Microsoft 365 Consumer cloud revenue increased 26% (up 25% in constant currency)

 

 


LinkedIn revenue increased 10% (up 9% in constant currency)
Dynamics 365 revenue increased 18% (up 16% in constant currency)

Revenue in Intelligent Cloud was $30.9 billion and increased 28% (up 27% in constant currency), with the following business highlights:

Azure and other cloud services revenue increased 40% (up 39% in constant currency)

Revenue in More Personal Computing was $13.8 billion and increased 4%, with the following business highlights:

Windows OEM and Devices revenue increased 6%
Xbox content and services revenue increased 1% (relatively unchanged in constant currency)
Search and news advertising revenue excluding traffic acquisition costs increased 16% (up 15% in constant currency)

Microsoft returned $10.7 billion to shareholders in the form of dividends and share repurchases in the first quarter of fiscal year 2026.

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 Customer Stories

Every quarter Microsoft delivers hundreds of products, services, and enhancements. These releases are driven by years of significant research and development investments, to empower customers with greater productivity, security, and differentiated value.

This momentum is reflected in stories that showcase how our technology is shaping industries and driving customer success. We share innovation updates on our product blogs across Azure, Microsoft 365, and more on our Official Microsoft blog.

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, corporate secretary and deputy general counsel, and Jonathan Neilson, 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. To access the earnings call, dial (877) 407-0666 or +1-201-689-8023 for international. The webcast will be available at http://www.microsoft.com/en-us/investor for replay through the close of business on September 30, 2026.

Non-GAAP Definition

Impact from investments in OpenAI. In the first quarter of fiscal year 2026, net income and diluted earnings per share were impacted by losses from investments in OpenAI, which resulted in a decrease in net income and diluted earnings per share of $3.1 billion and $0.41, respectively. In the first quarter of fiscal year 2025, net income and diluted earnings per share were impacted by losses from investments in OpenAI, which resulted in a decrease in net income and diluted earnings per share of $523 million and $0.07, respectively.

Microsoft has provided non-GAAP financial measures related to the impact from investments in OpenAI to aid investors in better understanding our performance. Microsoft believes these non-GAAP measures assist investors by providing additional insight into its operational performance and help clarify trends affecting its business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business 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.

 

 


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 September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 ($ in millions, except per share amounts)

 

Revenue

 

Operating
Income

 

Net Income

 

Diluted
Earnings
per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024 As Reported (GAAP)

 

$65,585

 

$30,552

 

$24,667

 

$3.30

2024 As Adjusted (non-GAAP)

 

$65,585

 

$30,552

 

$25,190

 

$3.37

2025 As Reported (GAAP)

 

$77,673

 

$37,961

 

$27,747

 

$3.72

2025 As Adjusted (non-GAAP)

 

$77,673

 

$37,961

 

$30,833

 

$4.13

Percentage Change Y/Y (GAAP)

 

18%

 

24%

 

12%

 

13%

Percentage Change Y/Y (non-GAAP)

 

18%

 

24%

 

22%

 

23%

Constant Currency Impact

 

$1,015

 

$730

 

$430

 

$0.06

Percentage Change Y/Y Constant Currency

 

17%

 

22%

 

11%

 

11%

Percentage Change Y/Y (non-GAAP) Constant Currency

 

17%

 

22%

 

21%

 

21%

Segment Revenue Constant Currency Reconciliation

 

Three Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 ($ in millions)

 

Productivity and
Business Processes

 

Intelligent Cloud

 

More Personal
Computing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024 As Reported (GAAP)

 

$28,317

 

$24,092

 

$13,176

2025 As Reported (GAAP)

 

$33,020

 

$30,897

 

$13,756

Percentage Change Y/Y (GAAP)

 

17%

 

28%

 

4%

Constant Currency Impact

 

$656

 

$251

 

$107

Percentage Change Y/Y Constant Currency

 

14%

 

27%

 

4%

 

 

 


Selected Product and Service Revenue Constant Currency Reconciliation

 

Three Months Ended September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage Change Y/Y (GAAP)

 

Constant Currency Impact

 

Percentage Change Y/Y Constant Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Microsoft Cloud

 

26%

 

(1)%

 

25%

Commercial remaining performance obligation

 

51%

 

0%

 

51%

Microsoft 365 Commercial cloud

 

17%

 

(2)%

 

15%

Microsoft 365 Consumer cloud

 

26%

 

(1)%

 

25%

LinkedIn

 

10%

 

(1)%

 

9%

Dynamics 365

 

18%

 

(2)%

 

16%

Azure and other cloud services

 

40%

 

(1)%

 

39%

Windows OEM and Devices

 

6%

 

0%

 

6%

Xbox content and services

 

1%

 

(1)%

 

0%

Search and news advertising excluding traffic acquisition costs

 

16%

 

(1)%

 

15%

 

About Microsoft

Microsoft (Nasdaq “MSFT” @microsoft) creates platforms and tools powered by AI to deliver innovative solutions that meet the evolving needs of our customers. The technology company is committed to making AI available broadly and doing so responsibly, with a mission 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 could adversely affect our results of operations;
focus on cloud-based and AI 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 could have an adverse effect on our business;
cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, 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 in our products and services from use by others;
abuse of our advertising, professional, marketplace, or gaming platforms that may harm our reputation or user engagement;
products and services, how they are used by customers, and how third-party products and services interact with them, presenting security, privacy, and execution risks;
issues about the use of AI in our offerings that may result in reputational or competitive harm, or liability;
excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;
supply or quality problems;
potential consequences of new, existing, and evolving legal and regulatory requirements;
claims against us that could result in adverse outcomes in legal disputes;
uncertainties relating to our business with government customers; an inability to protect and utilize our intellectual property may harm our business and operating results;

 

 


additional tax liabilities;
claims that Microsoft has infringed the intellectual property rights of others;
damage to our reputation or our brands that may harm our business and results of operations;
adverse economic or market conditions that could harm our business;
catastrophic events or geopolitical conditions, such as the COVID-19 pandemic, that could disrupt our business;
exposure to increased economic and operational uncertainties from operating a global business, 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 September 30, 2025. 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:

Jonathan Neilson, 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 is available at http://www.microsoft.com/en-us/investor.

 

 


MICROSOFT CORPORATION

 

INCOME STATEMENTS

(In millions, except per share amounts) (Unaudited)

 

 

Three Months Ended
September 30,

 

2025

 

2024

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

Product

 

$15,922

 

$15,272

Service and other

 

61,751

 

50,313

 

 

 

 

 

 

 

 

 

 

Total revenue

 

77,673

 

65,585

 

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

Product

 

2,922

 

3,294

Service and other

 

21,121

 

16,805

 

 

 

 

 

 

 

 

 

 

Total cost of revenue

 

24,043

 

20,099

 

 

 

 

 

 

 

 

 

 

Gross margin

 

53,630

 

45,486

Research and development

 

8,146

 

7,544

Sales and marketing

 

5,717

 

5,717

General and administrative

 

1,806

 

1,673

 

 

 

 

 

 

 

 

 

 

Operating income

 

37,961

 

30,552

Other expense, net

 

(3,660)

 

(283)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

34,301

 

30,269

Provision for income taxes

 

6,554

 

5,602

 

 

 

 

 

 

 

 

 

 

Net income

 

$27,747

 

$24,667

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

Basic

 

$3.73

 

$3.32

Diluted

 

$3.72

 

$3.30

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

Basic

 

7,433

 

7,433

Diluted

 

7,466

 

7,470

 

 

 

 

 

 

 

 


COMPREHENSIVE INCOME STATEMENTS

(In millions) (Unaudited)

 

 

Three Months Ended

 

September 30,

 

2025

 

2024

 

 

 

 

 

 

 

 

 

 

Net income

 

$27,747

 

$24,667

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

Net change related to derivatives

 

(3)

 

(10)

Net change related to investments

 

687

 

1,114

Translation adjustments and other

 

(98)

 

304

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

586

 

1,408

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$28,333

 

$26,075

 

 

 

 

 

 

 

 


BALANCE SHEETS

(In millions) (Unaudited)

 

 

September 30,
2025

 

June 30,
2025

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$28,849

 

$30,242

Short-term investments

 

73,163

 

64,323

 

 

 

 

 

 

 

 

 

 

Total cash, cash equivalents, and short-term investments

 

102,012

 

94,565

Accounts receivable, net of allowance for doubtful accounts of $687 and $944

 

52,894

 

69,905

Inventories

 

1,130

 

938

Other current assets

 

33,030

 

25,723

 

 

 

 

 

 

 

 

 

 

Total current assets

 

189,066

 

191,131

Property and equipment, net of accumulated depreciation of $98,880 and $93,653

 

230,861

 

204,966

Operating lease right-of-use assets

 

24,791

 

24,823

Equity and other investments

 

11,465

 

15,405

Goodwill

 

119,497

 

119,509

Intangible assets, net

 

21,236

 

22,604

Other long-term assets

 

39,435

 

40,565

 

 

 

 

 

 

 

 

 

 

Total assets

 

$636,351

 

$619,003

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$32,580

 

$27,724

Current portion of long-term debt

 

7,832

 

2,999

Accrued compensation

 

9,201

 

13,709

Short-term income taxes

 

3,655

 

7,211

Short-term unearned revenue

 

58,987

 

64,555

Other current liabilities

 

22,741

 

25,020

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

134,996

 

141,218

Long-term debt

 

35,376

 

40,152

Long-term income taxes

 

26,569

 

25,986

Long-term unearned revenue

 

2,546

 

2,710

Deferred income taxes

 

2,852

 

2,835

Operating lease liabilities

 

17,348

 

17,437

Other long-term liabilities

 

53,588

 

45,186

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

273,275

 

275,524

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

Stockholders' equity:

 

 

 

 

Common stock and paid-in capital - shares authorized 24,000; outstanding 7,434 and 7,434

 

110,964

 

109,095

Retained earnings

 

254,873

 

237,731

Accumulated other comprehensive loss

 

(2,761)

 

(3,347)

 

 

 

 

 

 

 

 

 

 

Total stockholders' equity

 

363,076

 

343,479

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$636,351

 

$619,003

 

 

 

 

 

 

 

 


CASH FLOWS STATEMENTS

(In millions) (Unaudited)

 

 

Three Months Ended

 

September 30,

 

2025

 

2024

 

 

 

 

 

 

 

 

 

 

Operations

 

 

 

 

Net income

 

$27,747

 

$24,667

Adjustments to reconcile net income to net cash from operations:

 

 

 

 

Depreciation, amortization, and other

 

13,061

 

7,383

Stock-based compensation expense

 

2,983

 

2,832

Net recognized gains on investments and derivatives

 

(1,007)

 

(125)

Deferred income taxes

 

2,491

 

(1,433)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

16,490

 

14,037

Inventories

 

(192)

 

(373)

Other current assets

 

(1,162)

 

(82)

Other long-term assets

 

(394)

 

(1,761)

Accounts payable

 

(614)

 

(916)

Unearned revenue

 

(5,418)

 

(5,553)

Income taxes

 

(2,944)

 

1,016

Other current liabilities

 

(5,507)

 

(5,479)

Other long-term liabilities

 

(477)

 

(33)

 

 

 

 

 

 

 

 

 

 

Net cash from operations

 

45,057

 

34,180

 

 

 

 

 

 

 

 

 

 

Financing

 

 

 

 

Repayments of debt, maturities of 90 days or less

 

0

 

(5,746)

Repayments of debt

 

0

 

(966)

Common stock issued

 

689

 

706

Common stock repurchased

 

(5,650)

 

(4,107)

Common stock cash dividends paid

 

(6,169)

 

(5,574)

Other, net

 

(669)

 

(889)

 

 

 

 

 

 

 

 

 

 

Net cash used in financing

 

(11,799)

 

(16,576)

 

 

 

 

 

 

 

 

 

 

Investing

 

 

 

 

Additions to property and equipment

 

(19,394)

 

(14,923)

Acquisition of companies, net of cash acquired and divestitures, and purchases of intangible and other assets

 

(578)

 

(1,849)

Purchases of investments

 

(17,671)

 

(1,620)

Maturities of investments

 

6,031

 

2,136

Sales of investments

 

3,262

 

1,968

Other, net

 

(6,209)

 

(913)

 

 

 

 

 

 

 

 

 

 

Net cash used in investing

 

(34,559)

 

(15,201)

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rates on cash and cash equivalents

 

(92)

 

122

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(1,393)

 

2,525

Cash and cash equivalents, beginning of period

 

30,242

 

18,315

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$28,849

 

$20,840

 

 

 

 

 

 

 

 


SEGMENT RESULTS

(In millions) (Unaudited)

 

 

Three Months Ended

 

September 30,

 

2025

 

2024

 

 

 

 

 

 

 

 

 

 

Productivity and Business Processes

 

 

 

 

 

 

 

 

 

Revenue

 

$33,020

 

$28,317

Cost of revenue

 

5,721

 

5,294

Operating expenses

 

6,892

 

6,507

 

 

 

 

 

 

 

 

 

 

Operating income

 

$20,407

 

$16,516

 

 

 

 

 

 

 

 

 

 

Intelligent Cloud

 

 

 

 

 

 

 

 

 

Revenue

 

$30,897

 

$24,092

Cost of revenue

 

12,314

 

8,614

Operating expenses

 

5,192

 

4,975

 

 

 

 

 

 

 

 

 

 

Operating income

 

$13,391

 

$10,503

 

 

 

 

 

 

 

 

 

 

More Personal Computing

 

 

 

 

 

 

 

 

 

Revenue

 

$13,756

 

$13,176

Cost of revenue

 

6,008

 

6,191

Operating expenses

 

3,585

 

3,452

 

 

 

 

 

 

 

 

 

 

Operating income

 

$4,163

 

$3,533

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

Revenue

 

$77,673

 

$65,585

Cost of revenue

 

24,043

 

20,099

Operating expenses

 

15,669

 

14,934

 

 

 

 

 

 

 

 

 

 

Operating income

 

$37,961

 

$30,552

 

 

 

 

 

 

 

 

 

 

 

 


EX-99.2 3 msft-ex99_2.htm EX-99.2 EX-99.2

 

Exhibit 99.2

The next chapter of the Microsoft–OpenAI partnership

Oct 28, 2025 | Microsoft Corporate Blogs

 

img140252018_0.jpg

 

Since 2019, Microsoft and OpenAI have shared a vision to advance artificial intelligence responsibly and make its benefits broadly accessible. What began as an investment in a research organization has grown into one of the most successful partnerships in our industry. As we enter the next phase of this partnership, we’ve signed a new definitive agreement that builds on our foundation, strengthens our partnership, and sets the stage for long-term success for both organizations.

First, Microsoft supports the OpenAI board moving forward with formation of a public benefit corporation (PBC) and recapitalization. Following the recapitalization, Microsoft holds an investment in OpenAI Group PBC valued at approximately $135 billion, representing roughly 27 percent on an as-converted diluted basis, inclusive of all owners – employees, investors, and the OpenAI Foundation. Excluding the impact of OpenAI’s recent funding rounds, Microsoft held a 32.5 percent stake on an as-converted basis in the OpenAI for-profit.

The agreement preserves key elements that have fueled this successful partnership – meaning OpenAI remains Microsoft’s frontier model partner and Microsoft continues to have exclusive IP rights and Azure API exclusivity until Artificial General Intelligence (AGI).

It also refines and adds new provisions that enable each company to independently continue advancing innovation and growth.

What has evolved:

Once AGI is declared by OpenAI, that declaration will now be verified by an independent expert panel.
Microsoft’s IP rights for both models and products are extended through 2032 and now include models post-AGI, with appropriate safety guardrails.

 


 

Microsoft’s IP rights to research, defined as the confidential methods used in the development of models and systems, will remain until either the expert panel verifies AGI or through 2030, whichever is first. Research IP includes, for example, models intended for internal deployment or research only. Beyond that research IP does not include model architecture, model weights, inference code, finetuning code, and any IP related to data center hardware and software; and Microsoft retains these non-Research IP rights.
Microsoft’s IP rights now exclude OpenAI’s consumer hardware.
OpenAI can now jointly develop some products with third parties. API products developed with third parties will be exclusive to Azure. Non-API products may be served on any cloud provider.
Microsoft can now independently pursue AGI alone or in partnership with third parties.
If Microsoft uses OpenAI’s IP to develop AGI, prior to AGI being declared, the models will be subject to compute thresholds; those thresholds are significantly larger than the size of systems used to train leading models today.
The revenue share agreement remains until the expert panel verifies AGI, though payments will be made over a longer period of time.
OpenAI has contracted to purchase an incremental $250B of Azure services, and Microsoft will no longer have a right of first refusal to be OpenAI’s compute provider.
OpenAI can now provide API access to US government national security customers, regardless of the cloud provider.
OpenAI is now able to release open weight models that meet requisite capability criteria.

As we step into this next chapter of our partnership, both companies are better positioned than ever to continue building great products that meet real-world needs, and create new opportunity for everyone and every business.

 


EX-99.3 4 msft-ex99_3.htm EX-99.3

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