Note About Forward-Looking Statements
This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that 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 the following sections: "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" (Part II, Item 1A of this Form 10-Q). 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 that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures about Market Risk" (Part I, Item 3 of this Form 10-Q), and "Risk Factors". 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 of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the results of operations and financial condition ofMicrosoft 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 endedJune 30, 2019 , and our financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q). OVERVIEWMicrosoft is a technology company whose mission is to empower every person and every organization on the planet to achieve more. We strive to create local opportunity, growth, and impact in every country around the world. Our platforms and tools help drive small business productivity, large business competitiveness, and public-sector efficiency. They also support new startups, improve educational and health outcomes, and empower human ingenuity. We generate revenue by offering a wide range of cloud-based and other services to people and businesses; licensing and supporting an array of software products; designing, manufacturing, and selling devices; and 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; datacenter costs in support of our cloud-based services; and income taxes.
Highlights from the second quarter of fiscal year 2020 compared with the second quarter of fiscal year 2019 included:
• Commercial cloud revenue, which includes Microsoft Office 365 Commercial,
365, and other commercial cloud properties, increased 39% to$12.5 billion .
• Office Commercial revenue increased 16%, driven by Office 365 Commercial
growth of 27%.
• Office Consumer revenue increased 19%, and Office 365 Consumer subscribers
increased to 37.2 million. • LinkedIn revenue increased 24%. • Dynamics revenue increased 12%, driven by Dynamics 365 growth of 42%.
• Server products and cloud services revenue increased 30%, driven by Azure
growth of 62%. • Enterprise Services revenue increased 6%.
• Windows original equipment manufacturer licensing ("Windows OEM") revenue
increased 18%. • Windows Commercial revenue increased 25%.
• Search advertising revenue, excluding traffic acquisition costs, increased
6%. •Microsoft Surface revenue increased 6%. • Xbox content and services revenue decreased 11%. 31
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PART I Item 2 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. AtMicrosoft , we push the boundaries of what is possible through a broad range of research and development activities that seek to identify and address the changing demands of customers and users, industry trends, and competitive forces.
Economic Conditions, Challenges, and Risks
The markets for software, devices, and cloud-based services are dynamic and highly competitive. Our competitors are developing new software and devices, while also deploying competing cloud-based services for consumers and businesses. The devices and form factors customers prefer evolve rapidly, and influence how users access services in the cloud, and in some cases, the user's choice of which suite of cloud-based services to use. We must continue to evolve and adapt over an extended time in pace with this changing environment. The investments we are making in infrastructure and devices will continue to increase our operating costs and may decrease our operating margins. Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one's career across many different products and businesses, and competitive compensation and benefits. Aggregate demand for our software, services, and devices is correlated to global macroeconomic and geopolitical factors, which remain dynamic. Our international operations provide a significant portion of our total revenue and expenses. Many of these revenue and expenses are denominated in currencies other than theU.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Strengthening of theU.S. dollar relative to certain foreign currencies reduced reported revenue and expenses from our international operations in the first and second quarter of fiscal year 2020.
Refer to Risk Factors (Part II, Item 1A of this Form 10-Q) for a discussion of these factors and other risks.
Seasonality
Our revenue fluctuates quarterly and is generally higher in the second and fourth quarters of our fiscal year. Second quarter revenue is driven by corporate year-end spending trends in our major markets and holiday season spending by consumers, and fourth quarter revenue is driven by the volume of multi-year on-premises contracts executed during the period.
Reportable Segments
We report our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. The segment amounts included in MD&A are presented on a basis consistent with our internal management reporting. All differences between our internal management reporting basis and accounting principles generally accepted inthe United States of America ("GAAP"), along with certain corporate-level and other activity, are included in Corporate and Other.
Additional information on our reportable segments is contained in Note 16 - Segment Information and Geographic Data of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).
32 -------------------------------------------------------------------------------- PART I Item 2 SUMMARY RESULTS OF OPERATIONS (In millions, except percentages and per share Three Months Ended Percentage Six Months Ended Percentage amounts) December 31, Change December 31, Change 2019 2018 2019 2018 Revenue$ 36,906 $ 32,471 14%$ 69,961 $ 61,555 14% Gross margin 24,548 20,048 22% 47,197 39,227 20% Operating income 13,891 10,258 35% 26,577 20,213 31% Net income 11,649 8,420 38% 22,327 17,244 29% Diluted earnings per share 1.51 1.08 40% 2.90 2.22 31% Non-GAAP net income 11,649 8,577 36% 22,327 17,401 28% Non-GAAP diluted earnings per share 1.51 1.10 37% 2.90 2.24 29%
Non-GAAP net income and diluted earnings per share ("EPS") exclude the net
charge related to the Tax Cuts and Jobs Act ("TCJA") of
The financial results of
Three Months Ended
Revenue increased$4.4 billion or 14%, driven by growth across each of our segments. Intelligent Cloud revenue increased, driven by server products and cloud services. Productivity and Business Processes revenue increased, driven by Office and LinkedIn. More Personal Computing revenue increased, driven by Windows, offset in part by a decrease in Gaming. Gross margin increased$4.5 billion or 22%, driven by growth across each of our segments. Gross margin percentage increased, driven by sales mix shift to higher margin businesses. Gross margin included a 5-point improvement in commercial cloud, primarily from Azure.
Operating income increased
Key changes in expenses were:
• Cost of revenue decreased
Gaming, offset in part by growth in commercial cloud.
• Research and development expenses increased
investments in cloud engineering, LinkedIn, and Gaming. • Sales and marketing expenses increased$345 million or 8%, driven by investments in LinkedIn and commercial sales. • General and administrative expenses decreased$11 million or 1%.
Gross margin and operating income included an unfavorable foreign currency impact of 3% and 4%, respectively.
Prior year net income and diluted EPS were negatively impacted by the net charge related to the TCJA, which resulted in a decrease to net income and diluted EPS of$157 million and$0.02 , respectively.
Six Months Ended
Revenue increased$8.4 billion or 14%, driven by growth across each of our segments. Intelligent Cloud revenue increased, driven by server products and cloud services. Productivity and Business Processes revenue increased, driven by Office and LinkedIn. More Personal Computing revenue increased, driven by Windows, offset in part by a decrease in Gaming. 33 --------------------------------------------------------------------------------
PART I Item 2 Gross margin increased$8.0 billion or 20%, driven by growth across each of our segments. Gross margin percentage increased, driven by sales mix shift to higher margin businesses. Gross margin included a 5-point improvement in commercial cloud, primarily from Azure.
Operating income increased
Key changes in expenses were: • Cost of revenue increased$436 million or 2%, driven by growth in commercial cloud, offset in part by a decline in Gaming.
• Research and development expenses increased
investments in cloud engineering, LinkedIn, Gaming, andGitHub . • Sales and marketing expenses increased$584 million or 7%, driven by investments in LinkedIn and commercial sales. • General and administrative expenses decreased$99 million or 4%.
Gross margin and operating income included an unfavorable foreign currency impact of 3% and 5%, respectively.
Prior year net income and diluted EPS were negatively impacted by the net charge related to the TCJA, which resulted in a decrease to net income and diluted EPS of$157 million and$0.02 , respectively. SEGMENT RESULTS OF OPERATIONS (In millions, except Three Months Ended Percentage Six Months Ended Percentage percentages) December 31, Change December 31, Change 2019 2018 2019 2018 Revenue Productivity and Business Processes$ 11,826 $ 10,100 17%$ 22,903 $ 19,871 15% Intelligent Cloud 11,869 9,378 27% 22,714 17,945 27% More Personal Computing 13,211 12,993 2% 24,344 23,739 3% Total$ 36,906 $ 32,471 14%$ 69,961 $ 61,555 14% Operating Income Productivity and Business Processes$ 5,182 $ 4,015 29%$ 9,964 $ 7,896 26% Intelligent Cloud 4,531 3,279 38% 8,420 6,210 36% More Personal Computing 4,178 2,964 41% 8,193 6,107 34% Total$ 13,891 $ 10,258 35%$ 26,577 $ 20,213 31% Reportable Segments
Three Months Ended
Productivity and Business Processes
Revenue increased
• Office Commercial revenue increased
365 Commercial growth of 27%, due to growth in seats and revenue per user.
• Office Consumer revenue increased
365 recurring subscription revenue and transactional strength in
well as a benefit from a low prior year comparable.
• LinkedIn revenue increased
strength across all businesses. • Dynamics revenue increased 12%, driven by Dynamics 365 growth of 42%. 34
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PART I Item 2
Operating income increased
• Gross margin increased
Commercial and LinkedIn. Gross margin percentage increased, due to gross
margin percentage improvement in Office 365 Commercial and LinkedIn,
offset in part by an increased mix of cloud offerings.
• Operating expenses increased
LinkedIn and cloud engineering.
Revenue, gross margin, and operating income included an unfavorable foreign currency impact of 2%, 2%, and 4%, respectively.
Intelligent Cloud
Revenue increased
• Server products and cloud services revenue increased
driven by Azure. Azure revenue grew 62%, due to higher
infrastructure-as-a-service and platform-as-a-service consumption-based
services and per user-based services. Server products revenue increased
10%, due to hybrid and premium solutions, as well as demand related to Windows Server 2008 end of support.
• Enterprise Services revenue increased
in
Operating income increased
• Gross margin increased$1.8 billion or 28%, driven by growth in server products and cloud services revenue and cloud services scale and efficiencies. Gross margin percentage increased, due to gross margin percentage improvement in Azure, offset in part by an increased mix of cloud offerings.
• Operating expenses increased
Azure.
Gross margin and operating income included an unfavorable foreign currency impact of 3% and 4%, respectively.
More Personal Computing
Revenue increased
• Windows revenue increased
OEM and Windows Commercial. Windows OEM revenue increased 18%, ahead of PC
market growth that was impacted in the prior year by chip supply constraints. Windows OEM Pro revenue grew 26%, driven by continued momentum in advance of Windows 7 end of support and healthy Windows 10
demand, in addition to the benefit from the low prior year comparable.
Windows OEM non-Pro revenue grew 4%, driven by the benefit from the low
prior year comparable and the timing of license purchases, offset in part
by continued pressure in the entry-level category. Windows Commercial
revenue increased 25%, primarily driven by an increase inMicrosoft 365 agreements, which carry higher in-quarter revenue recognition. • Search advertising revenue increased$187 million or 9%. Search advertising revenue, excluding traffic acquisition costs, increased 6%, driven by higher revenue per search. • Surface revenue increased$116 million or 6%, driven by commercial growth. • Gaming revenue decreased$905 million or 21%. Xbox hardware revenue
decreased 43%, primarily due to a decrease in volume and price of consoles
sold. Xbox content and services revenue decreased$295 million or 11%, against a high prior year comparable primarily from a third-party title, offset in part by growth in subscriptions.
Operating income increased
• Gross margin increased
and Surface. Gross margin percentage increased, due to sales mix shift to
higher margin businesses. • Operating expenses decreased$150 million or 5%, driven by the
redeployment of engineering resources, offset in part by investments in
Gaming, primarily in first-party content.
Gross margin and operating income included an unfavorable foreign currency impact of 2% and 4%, respectively.
35 --------------------------------------------------------------------------------
PART I Item 2
Six Months Ended
Productivity and Business Processes
Revenue increased
• Office Commercial revenue increased
365 Commercial growth of 26%, due to growth in seats and revenue per user.
• Office Consumer revenue increased$241 million or 12%, driven by Office 365 recurring subscription revenue and transactional strength inJapan .
• LinkedIn revenue increased
strength across all businesses. • Dynamics revenue increased 13%, driven by Dynamics 365 growth of 41%.
Operating income increased
• Gross margin increased
Commercial and LinkedIn. Gross margin percentage increased, due to gross
margin percentage improvement in LinkedIn and Office 365 Commercial,
offset in part by an increased mix of cloud offerings.
• Operating expenses increased
LinkedIn and cloud engineering.
Revenue, gross margin, and operating income included an unfavorable foreign currency impact of 2%, 2%, and 4%, respectively.
Intelligent Cloud
Revenue increased
• Server products and cloud services revenue increased
driven by Azure. Azure revenue grew 61%, due to higher
infrastructure-as-a-service and platform-as-a-service consumption-based
services and per user-based services. Server products revenue increased
11%, due to hybrid and premium solutions, demand related to
Server 2008 and Windows Server 2008 end-of-support, and
• Enterprise Services revenue increased
in
Operating income increased
• Gross margin increased$3.4 billion or 28%, driven by growth in server products and cloud services revenue and cloud services scale and efficiencies. Gross margin percentage increased slightly, due to gross
margin percentage improvement in Azure, offset in part by an increased mix
of cloud offerings.
• Operating expenses increased
Azure, as well as
Revenue, gross margin, and operating income included an unfavorable foreign currency impact of 2%, 2%, and 4%, respectively.
More Personal Computing
Revenue increased
• Windows revenue increased
OEM and Windows Commercial. Windows OEM revenue increased 13%, ahead of PC
market growth that was impacted in the prior year by chip supply constraints. Windows OEM Pro revenue grew 22%, driven by continued momentum in advance of Windows 7 end of support and healthy Windows 10
demand, in addition to the benefit from the low prior year comparable.
Windows OEM non-Pro revenue declined 1%, driven by continued pressure in
the entry-level category, offset in part by the benefit from the low prior
year comparable. Windows Commercial revenue increased 26%, driven by an increase inMicrosoft 365 agreements, which carry higher in-quarter revenue recognition. • Search advertising revenue increased$390 million or 10%. Search advertising revenue, excluding traffic acquisition costs, increased 8%, driven by higher revenue per search. 36
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PART I Item 2 • Surface revenue increased$72 million or 2%, driven by commercial growth,
offset in part by a decline in consumer.
• Gaming revenue decreased
hardware of 40%, primarily due to a decrease in volume and price of
consoles sold. Xbox content and services revenue decreased
6%, against a high prior year comparable primarily from a third-party
title, offset in part by growth in subscriptions.
Operating income increased
• Gross margin increased
Gross margin percentage increased, due to sales mix shift to higher margin businesses. • Operating expenses decreased$334 million or 6%, driven by the redeployment of engineering resources.
Gross margin and operating income included an unfavorable foreign currency impact of 2% and 3%, respectively.
OPERATING EXPENSES Research and Development (In millions, except Three Months Ended Percentage Six Months Ended Percentage percentages) December 31, Change December 31, Change 2019 2018 2019 2018 Research and development$ 4,603 $ 4,070 13%$ 9,168 $ 8,047 14% As a percent of revenue 12% 13% (1)ppt 13% 13% 0ppt
Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content.
Three Months Ended
Research and development expenses increased
Six Months Ended
Research and development expenses increased
Sales and Marketing (In millions, except Three Months Ended Percentage Six Months Ended Percentage percentages) December 31, Change December 31, Change 2019 2018 2019 2018 Sales and marketing$ 4,933 $ 4,588 8%$ 9,270 $ 8,686 7% As a percent of revenue 13% 14% (1)ppt 13% 14% (1)ppt Sales and marketing expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, trade shows, seminars, and other programs.
Three Months Ended
Sales and marketing expenses increased
37 --------------------------------------------------------------------------------
PART I Item 2
Six Months Ended
Sales and marketing expenses increased
General and Administrative (In millions, except Three Months Ended Percentage Six Months Ended Percentage percentages) December 31, Change December 31, Change 2019 2018 2019 2018 General and administrative$ 1,121 $ 1,132 (1)%$ 2,182 $ 2,281 (4)% As a percent of revenue 3% 3% 0ppt 3% 4% (1)ppt General and administrative expenses include payroll, employee benefits, stock-based compensation expense, severance expense, and other headcount-related expenses associated with finance, legal, facilities, certain human resources and other administrative personnel, certain taxes, and legal and other administrative fees.
Three Months Ended
General and administrative expenses decreased
Six Months Ended
General and administrative expenses decreased
OTHER INCOME (EXPENSE), NET
The components of other income (expense), net were as follows:
Three Months Ended Six Months Ended (In millions) December 31, December 31, 2019 2018 2019 2018 Interest and dividends income$ 688 $ 704 $ 1,412 $ 1,385 Interest expense (654 ) (672 ) (1,291 ) (1,346 ) Net recognized gains on investments 162 94 105 337 Net gains on derivatives 41 41 87 38 Net losses on foreign currency remeasurements (24 ) (74 ) (82 ) (69 ) Other, net (19 ) 34 (37 ) 48 Total$ 194 $ 127 $ 194 $ 393
We use derivative instruments to: manage risks related to foreign currencies, equity prices, interest rates, and credit; enhance investment returns; and facilitate portfolio diversification. Gains and losses from changes in fair values of derivatives that are not designated as hedging instruments are primarily recognized in other income (expense), net.
Three Months Ended
Interest and dividends income decreased due to lower yields on fixed-income securities. Interest expense decreased due to capitalization of interest expense and a decrease in outstanding long-term debt due to debt maturities, offset in part by higher finance lease expense. Net recognized gains on investments increased due to higher gains on equity investments. 38 --------------------------------------------------------------------------------
PART I Item 2
Six Months Ended
Interest and dividends income increased due to higher average portfolio balances on fixed-income securities. Interest expense decreased due to capitalization of interest expense and a decrease in outstanding long-term debt due to debt maturities, offset in part by higher finance lease expense. Net recognized gains on investments decreased due to lower gains on equity investments. Net gains on derivatives increased due to higher gains on foreign exchange derivatives. INCOME TAXES
Effective Tax Rate
Our effective tax rate was 17% and 19% for the three months endedDecember 31, 2019 and 2018, respectively, and 17% and 16% for the six months endedDecember 31, 2019 and 2018, respectively. The decrease in our effective tax rate for the three months endedDecember 31, 2019 compared to the prior year was primarily due to the adjustment of the provisional net charge related to the TCJA in the second quarter of fiscal year 2019. The increase in our effective tax rate for the six months endedDecember 31, 2019 compared to the prior year was primarily due to changes in the mix of our income before income taxes between theU.S. and foreign countries, offset in part by the adjustment of the provisional net charge related to the TCJA. Our effective tax rate was lower than theU.S. federal statutory rate for the three and six months endedDecember 31, 2019 , primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations centers inIreland andPuerto Rico , and tax benefits relating to stock-based compensation.
Uncertain Tax Positions
We settled a portion of the Internal Revenue Service ("IRS") audit for tax years 2004 to 2006 in fiscal year 2011. InFebruary 2012 , theIRS withdrew its 2011 Revenue Agents Report related to unresolved issues for tax years 2004 to 2006 and reopened the audit phase of the examination. We also settled a portion of theIRS audit for tax years 2007 to 2009 in fiscal year 2016, and a portion of theIRS audit for tax years 2010 to 2013 in fiscal year 2018. We remain under audit for tax years 2004 to 2013. We expect theIRS to begin an examination of tax years 2014 to 2017 within the next 12 months. As ofDecember 31, 2019 , the primary unresolved issues for theIRS audits relate to transfer pricing, which could have a material impact in our consolidated financial statements when the matters are resolved. We believe our allowances for income tax contingencies are adequate. We have not received a proposed assessment for the unresolved issues and do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our tax contingencies for these issues within the next 12 months. We are subject to income tax in many jurisdictions outside theU.S. Our operations in certain jurisdictions remain subject to examination for tax years 1996 to 2019, some of which are currently under audit by local tax authorities. The resolution of each of these audits is not expected to be material to our consolidated financial statements. NON-GAAP FINANCIAL MEASURES
Non-GAAP net income and diluted earnings per share are non-GAAP financial measures which exclude a net charge related to the TCJA. We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. These non-GAAP financial measures presented should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.
39 --------------------------------------------------------------------------------
PART I Item 2
The following table reconciles our financial results reported in accordance with GAAP to non-GAAP financial results:
(In millions, except percentages and per share Three Months Ended Percentage Six Months Ended Percentage amounts) December 31, Change December 31, Change 2019 2018 2019 2018 Net income$ 11,649 $ 8,420 38%$ 22,327 $ 17,244 29% Net charge related to the TCJA 0 157 * 0 157 * Non-GAAP net income$ 11,649 $ 8,577 36%$ 22,327 $ 17,401 28% Diluted earnings per share$ 1.51 $ 1.08 40%$ 2.90 $ 2.22 31% Net charge related to the TCJA 0 0.02 * 0 0.02 * Non-GAAP diluted earnings per share$ 1.51 $ 1.10 37%$ 2.90 $ 2.24 29% * Not meaningful. FINANCIAL CONDITION
Cash, Cash Equivalents, and Investments
Cash, cash equivalents, and short-term investments totaled$134.3 billion and$133.8 billion as ofDecember 31, 2019 andJune 30, 2019 . Equity investments were$2.8 billion and$2.6 billion as ofDecember 31, 2019 andJune 30, 2019 , respectively. Our short-term investments are primarily intended to facilitate liquidity and capital preservation. They consist predominantly of highly liquid investment-grade fixed-income securities, diversified among industries and individual issuers. The investments are predominantlyU.S. dollar-denominated securities, but also include foreign currency-denominated securities to diversify risk. Our fixed-income investments are exposed to interest rate risk and credit risk. The credit risk and average maturity of our fixed-income portfolio are managed to achieve economic returns that correlate to certain fixed-income indices. The settlement risk related to these investments is insignificant given that the short-term investments held are primarily highly liquid investment-grade fixed-income securities.
Valuation
In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine the fair value of our financial instruments. This pricing methodology applies to our Level 1 investments, such asU.S. government securities, common and preferred stock, and mutual funds. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. This pricing methodology applies to our Level 2 investments, such as commercial paper, certificates of deposit,U.S. agency securities, foreign government bonds, mortgage- and asset-backed securities, corporate notes and bonds, and municipal securities. Level 3 investments are valued using internally-developed models with unobservable inputs. Assets and liabilities measured at fair value on a recurring basis using unobservable inputs are an immaterial portion of our portfolio. A majority of our investments are priced by pricing vendors and are generally Level 1 or Level 2 investments as these vendors either provide a quoted market price in an active market or use observable inputs for their pricing without applying significant adjustments. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors, or when a broker price is more reflective of fair values in the market in which the investment trades. Our broker-priced investments are generally classified as Level 2 investments because the broker prices these investments based on similar assets without applying significant adjustments. In addition, all our broker-priced investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments. Our fair value processes include controls that are designed to ensure appropriate fair values are recorded. These controls include model validation, review of key model inputs, analysis of period-over-period fluctuations, and independent recalculation of prices where appropriate. 40 --------------------------------------------------------------------------------
PART I Item 2 Cash Flows Cash from operations increased$1.9 billion to$24.5 billion for the six months endedDecember 31, 2019 , mainly due to an increase in cash from customers, offset in part by an increase in cash used to pay suppliers, income taxes, and employees. Cash used in financing decreased$1.5 billion to$19.1 billion for the six months endedDecember 31, 2019 , mainly due to other financing to facilitate the purchase of components. Cash used in investing increased$659 million to$7.8 billion for the six months endedDecember 31, 2019 , mainly due to a$2.3 billion increase in cash used for net investment purchases, sales, and maturities, offset in part by a$1.3 billion decrease in cash used for acquisition of companies, net of cash acquired, and purchases of intangible and other assets. Debt We issue debt to take advantage of favorable pricing and liquidity in the debt markets, reflecting our credit rating and the low interest rate environment. The proceeds of these issuances were or will be used for general corporate purposes, which may include, among other things, funding for working capital, capital expenditures, repurchases of capital stock, acquisitions, and repayment of existing debt. Our last debt issuance occurred in fiscal year 2017. Refer to Note 9 - Debt of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.
Unearned Revenue
Unearned revenue comprises mainly unearned revenue related to volume licensing programs, which may include Software Assurance ("SA") and cloud services. Unearned revenue is generally invoiced annually at the beginning of each contract period for multi-year agreements and recognized ratably over the coverage period. Unearned revenue also includes payments for other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service.
The following table outlines the expected future recognition of unearned revenue
as of
(In millions) Three Months EndingMarch 31, 2020 $ 12,879 June 30, 2020 8,287 September 30, 2020 3,871 December 31, 2020 2,306 Thereafter 3,878 Total$ 31,221
If our customers choose to license cloud-based versions of our products and services rather than licensing transaction-based products and services, the associated revenue will shift from being recognized at the time of the transaction to being recognized over the subscription period or upon consumption, as applicable.
Share Repurchases
For the six months endedDecember 31, 2019 and 2018, we repurchased 61 million shares and 81 million shares of our common stock for$8.6 billion and$8.7 billion , respectively, through our share repurchase program. All repurchases were made using cash resources. Refer to Note 14 - Stockholders' Equity of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion. Dividends
Refer to Note 14 - Stockholders' Equity of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.
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PART I Item 2
Off-Balance Sheet Arrangements
We provide indemnifications of varying scope and size to certain customers against claims of intellectual property infringement made by third parties arising from the use of our products and certain other matters. Additionally, we have agreed to cover damages resulting from breaches of certain security and privacy commitments in our cloud business. In evaluating estimated losses on these obligations, we consider factors such as the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of loss. These obligations did not have a material impact in our consolidated financial statements during the periods presented.
Other Planned Uses of Capital
We will continue to invest in sales, marketing, product support infrastructure, and existing and advanced areas of technology, as well as continue making acquisitions that align with our business strategy. Additions to property and equipment will continue, including new facilities, datacenters, and computer systems for research and development, sales and marketing, support, and administrative staff. We expect capital expenditures to increase in coming years to support growth in our cloud offerings. We have operating and finance leases for datacenters, corporate offices, research and development facilities, retail stores, and certain equipment. We have not engaged in any related party transactions or arrangements with unconsolidated entities or other persons that are reasonably likely to materially affect liquidity or the availability of capital resources.
Liquidity
As a result of the TCJA, we are required to pay a one-time transition tax on deferred foreign income not previously subject toU.S. income tax. Under the TCJA, the transition tax is payable in interest-free installments over eight years, with 8% due in each of the first five years, 15% in year six, 20% in year seven, and 25% in year eight. We have paid transition tax of$3.2 billion , which included$1.2 billion during the six months endedDecember 31, 2019 . The remaining transition tax of$15.2 billion is payable over the next six years with a final payment in fiscal year 2026. During the six months endedDecember 31, 2019 , we also paid$3.7 billion related to the transfer of intangible properties that occurred in the fourth quarter of fiscal year 2019. We expect existing cash, cash equivalents, short-term investments, cash flows from operations, and access to capital markets to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities, such as dividends, share repurchases, debt maturities, material capital expenditures, and the transition tax related to the TCJA, for at least the next 12 months and thereafter for the foreseeable future. RECENT ACCOUNTING GUIDANCE
Refer to Note 1 - Accounting Policies of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.
APPLICATION OF CRITICAL ACCOUNTING POLICIES Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies for us include revenue recognition, impairment of investment securities, goodwill, research and development costs, contingencies, income taxes, and inventories. 42 --------------------------------------------------------------------------------
PART I Item 2 Revenue Recognition Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud service and recognized over time. Certain cloud services, primarily Office 365, depend on a significant level of integration, interdependency, and interrelation between the desktop applications and cloud services, and are accounted for together as one performance obligation. Revenue from Office 365 is recognized ratably over the period in which the cloud services are provided. Judgment is required to determine the stand-alone selling price ("SSP") for each distinct performance obligation. We use a single amount to estimate SSP for items that are not sold separately, including on-premises licenses sold with SA or software updates provided at no additional charge. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information such as the size of the customer and geographic region in determining the SSP. Due to the various benefits from and the nature of our SA program, judgment is required to assess the pattern of delivery, including the exercise pattern of certain benefits across our portfolio of customers. Our products are generally sold with a right of return, we may provide other credits or incentives, and in certain instances we estimate customer usage of our products and services, which are accounted for as variable consideration when determining the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Changes to our estimated variable consideration were not material for the periods presented.
Impairment of
We review debt investments quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, we employ a systematic methodology quarterly that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the duration and extent to which the fair value is less than cost. We also evaluate whether we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery. In addition, we consider specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments. Equity investments without readily determinable fair values are written down to fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than carrying value. We perform a qualitative assessment on a quarterly basis. We are required to estimate the fair value of the investment to determine the amount of the impairment loss. Once an investment is determined to be impaired, an impairment charge is recorded in other income (expense), net. 43 --------------------------------------------------------------------------------
PART I Item 2Goodwill We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach.Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (May 1 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.
Research and Development Costs
Costs incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products.
Legal and Other Contingencies
The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements.
Income Taxes
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accounting literature also provides guidance on derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements. 44 --------------------------------------------------------------------------------
PART I Item 2 Inventories Inventories are stated at average cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. These reviews include analysis of demand forecasts, product life cycle status, product development plans, current sales levels, pricing strategy, and component cost trends. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue. 45
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