Significant Accounting Policies
Accounting principles. The financial statements are prepared on a basis consistent with U.S. generally accepted accounting principles and International Accounting Standards formulated by the International Accounting Standards Committee (IASC).
Principles of consolidation. The financial statements include the accounts of Microsoft and its subsidiaries. Significant intercompany transactions and balances have been eliminated. Investments in 50% owned joint ventures are accounted for using the equity method; the Company's share of joint ventures' operating results is reflected in nonoperating expenses.
Estimates and assumptions. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Examples include provisions for returns and bad debts and the length of product life cycles and buildings' lives. Actual results may differ from these estimates.
Foreign currencies. Assets and liabilities recorded in foreign currencies on the books of foreign subsidiaries are translated at the exchange rate on the balance sheet date. Translation adjustments resulting from this process are charged or credited to equity. Revenues, costs, and expenses are translated at average rates of exchange prevailing during the year. Gains and losses on foreign currency transactions are included in nonoperating expenses.
Revenue recognition. Revenue from sales to distributors and resellers is recognized when related products are shipped. Revenue from corporate license programs generally is recognized when the user installs the product. Revenue attributable to significant support (telephone support and unspecified enhancements such as service packs and Internet browser updates) is recognized ratably over the product's life cycle, which may exceed one year. Costs related to insignificant obligations, which include telephone support for certain products, are accrued.
Revenue from products licensed to original equipment manufacturers is recognized when the OEM ships the licensed products.
Provisions are recorded for returns and bad debts.
Research and development. Research and development costs are expensed as incurred. The current U.S. accounting rule, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, does not materially affect the Company.
Telephone support. Telephone support costs are included in sales and marketing.
Income taxes. Income tax expense includes U.S. and international income taxes, plus an accrual for U.S. taxes on undistributed earnings of international subsidiaries. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The tax effect of this difference is reported as deferred income taxes. Tax credits are accounted for as a reduction of tax expense in the year in which the credits reduce taxes payable.
Earnings per share. Earnings per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of outstanding stock options, computed using the treasury stock method.
Financial instruments. The Company considers all liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. Short-term investments generally mature between three months and five years from the purchase date. All cash and short-term investments are classified as available for sale and are recorded at market. Cost approximates market for all classifications of cash and short-term investments; realized and unrealized gains and losses are reflected in stockholders' equity and are not material.
Equity securities are recorded at market in other assets; unrealized gains and losses are reflected in stockholders' equity and are not material.
Property, plant, and equipment. Property, plant, and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated life of the asset or the lease term, ranging from one to 30 years.
Diversification of risk. The Company's investment portfolio is diversified and consists primarily of short-term investment grade securities. At June 30, 1995 and 1996, approximately 38% of accounts receivable represented amounts due from ten channel purchasers. One customer accounted for approximately 13%, 12%, and 13% of revenues while another customer accounted for approximately 13%, 12%, and 8% of revenues in 1994, 1995, and 1996.
Finished goods sales to international customers in Europe, Japan, Australia, and Canada are primarily billed in local currencies. Payment cycles are relatively short, generally less than 90 days. European manufacturing costs and international selling, distribution, and support costs are generally disbursed in local currencies.
Local currency cash balances in excess of short-term operating needs are generally converted into U.S. dollar cash and short-term investments upon receipt. Therefore, foreign exchange rate fluctuations generally do not create a risk of material transaction gains or losses. As a result, Microsoft's hedging activities for transaction exposures have been minimal. No material hedge contracts were outstanding at June 30, 1996.
Foreign exchange rates affect the translated results of operations of the Company's foreign subsidiaries. During 1995, 1996, and for 1997, the Company hedged a percentage of planned translated international finished goods revenues by purchasing options on the applicable currencies. Premiums paid for the options were not material.
Reclassifications. Certain reclassifications have been made for consistent presentation.
Cash and Short-Term Investments
June 30 1995 1996 Cash and equivalents: Cash $135 $64 Commercial paper 1,035 1,447 Money market preferreds 255 105 Certificates of deposit 492 768 Bank loan participations 45 217 Cash and equivalents 1,962 2,601 Short-term investments: Municipal securities 1,291 1,357 Corporate notes and bonds 866 1,125 U.S. Treasury securities 444 1,591 Commercial paper 187 266 Short-term investments 2,788 4,339 Cash and short-term investments $4,750 $6,940
Property, Plant, and Equipment
June 30 1995 1996 Land $206 $183 Buildings 607 787 Computer equipment 707 885 Other 387 491 Property, plant, and equipment---at cost 1,907 2,346 Accumulated depreciation (715) (1,020) Property, plant, and equipment---net $1,192 $1,326
During 1995 and 1996, depreciation expense, of which the majority related to computer equipment, was $227 million and $363 million; disposals were immaterial.
Income Taxes
The provision for income taxes consisted of:
1994 1995 1996 Current taxes: U.S. and state $470 $518 $1,139 International 94 151 285 Current taxes 564 669 1,424 Deferred taxes 12 45 (240) Provision for income taxes $576 $714 $1,184 U.S. and international components of income before income taxes were: 1994 1995 1996 U.S. $1,281 $1,549 $2,356 International 441 618 1,023 Income before income taxes $1,722 $2,167 $3,379
Income taxes payable were: June 30 1995 1996 Deferred income tax assets: Revenue items $25 $193 Expense items 189 322 Deferred income tax assets 214 515 Deferred income tax liabilities: International earnings (201) (261) Other (5) (6) Deferred income tax liabilities (206) (267) Current income tax liabilities (418) (732) Income taxes payable $(410) $(484)
Income taxes have been settled with the Internal Revenue Service for all years through 1989. The IRS concluded its field examination of the Company's U.S. income tax returns for 1990 and 1991 and has assessed taxes that the Company is contesting in Tax Court. Management believes any related adjustments that might be required will not be material to the financial statements. Income taxes paid were $247 million, $430 million, and $758 million in 1994, 1995, and 1996
Common Stock
Income taxes have been settled with the Internal Revenue Service for all years through 1989. The IRS concluded its field examination of the Company's U.S. income tax returns for 1990 and 1991 and has assessed taxes that the Company is contesting in Tax Court. Management believes any related adjustments that might be required will not be material to the financial statements. Income taxes paid were $247 million, $430 million, and $758 million in 1994, 1995, and 1996
Common Stock
Shares of common stock outstanding were as follows: 1994 1995 1996 Beginning balance 1,130 1,162 1,176 Issued 50 38 44 Repurchased (18) (24) (26) Ending balance 1,162 1,176 1,194
The Company repurchases its common stock in the open market to provide shares for issuing to employees under stock option and stock purchase plans. The Company's Board of Directors authorized continuation of this program in 1997.
Put Warrants
To enhance its stock repurchase program, the Company sold put warrants to independent third parties during 1995 and 1996. These put warrants entitle the holders to sell shares of Microsoft common stock to the Company at specified prices, are exercisable only at maturity, and are settleable in cash at Microsoft's option. On June 30, 1995 and 1996, 16.0 million and 26.0 million warrants were outstanding. The outstanding warrants at June 30, 1996 expire on various dates between December 1996 and December 1997 and have strike prices ranging from $47.50 per share to $52 per share. The maximum potential repurchase obligations of $405 million and $635 million at June 30, 1995 and 1996 have been reclassified from stockholders' equity to put warrants. There was no impact on earnings per share in 1995 or 1996.
Employee Stock and Savings Plans
Employee stock purchase plan. The Company has an employee stock purchase plan for all eligible employees. Under the plan, shares of the Company's common stock may be purchased at six-month intervals at 85% of the lower of the fair market value on the first or the last day of each six-month period. Employees may purchase shares having a value not exceeding 10% of their gross compensation during an offering period. During 1994, 1995, and 1996, employees purchased 2.0 million, 2.2 million, and 1.8 million shares at average prices of $17.08, $23.38, and $37.72 per share. At June 30, 1996, 2.4 million shares were reserved for future issuance.Savings plan. The Company has a savings plan, which qualifies under Section 401(k) of the Internal Revenue Code. Under the plan, participating U.S. employees may defer up to 15% of their pretax salary, but not more than statutory limits. The Company contributes fifty cents for each dollar a participant contributes, with a maximum contribution of 3% of a participant's earnings. The Company's matching contributions to the savings plan were $9 million, $12 million, and $15 million in 1994, 1995, and 1996.
Stock option plans. The Company has stock option plans for directors, officers, and all employees, which provide for nonqualified and incentive stock options. The Board of Directors determines the option price (not to be less than fair market value for incentive options) at the date of grant. Options granted prior to 1995 generally vest over four and one-half years and expire ten years from the date of grant. Options granted during and after 1995 generally vest over four and one-half years and expire seven years from the date of grant, while certain options vest over seven and one-half years and expire after ten years. At June 30, 1996, options for 120.4 million shares were vested and 135.6 million shares were available for future grants under the plans.
Stock options outstanding were as follows: Price Per Share Range Weighted Number Low High Average Balance, June 30, 1993 57.1 $0.16 $22.13 $9.03 Granted 13.1 17.75 25.07 18.74 Exercised (10.5) 0.76 22.13 5.71 Canceled (2.8) 2.51 22.07 14.34 Balance, June 30, 1994 57.0 0.16 25.07 11.65 Granted 10.9 23.88 41.57 25.25 Exercised (8.8) 0.16 23.88 7.91 Canceled (2.1) 2.56 37.50 17.70 Balance, June 30, 1994 56.9 0.77 41.57 14.56 Granted 14.3 40.10 58.94 44.99 Exercised (9.8) 0.77 45.25 10.75 Canceled (1.8) 2.59 55.44 27.85 Balance, June 30, 1994 59.6 1.10 58.94 22.07
During 1995, a wholly owned subsidiary of Tele-Communications, Inc. (TCI) purchased a 20% minority interest in The Microsoft Network. TCI contributed $125 million of TCI common stock and Microsoft contributed the business assets of this online service. Microsoft owns 80% of the entity, whose operations have not been material to the financial results of Microsoft. Noncontinuing Items
During 1995, Microsoft paid a $46 million breakup fee to Intuit Inc. in connection with the termination of a planned merger. During 1994, the Company recorded a net pretax charge of $90 million, reflecting the settlement of patent litigation with Stac Electronics.Commitments and Contingencies
The Company has operating leases for most U.S. and international sales and support offices and certain equipment. Rental expense for operating leases was $68 million, $86 million, and $92 million in 1994, 1995, and 1996. Future minimum rental commitments under noncancelable leases, in millions of dollars, are: 1997, $89; 1998, $76; 1999, $58; 2000, $28; 2001, $24; and thereafter, $19.In connection with the Company's communication infrastructure and the operation of The Microsoft Network, Microsoft has certain communication usage commitments. Future related minimum commitments, in millions of dollars, are: 1997, $65; 1998, $78; 1999, $106; 2000, $80; and 2001, $11. Also, Microsoft has committed to certain volumes of outsourced manufacturing of packaged product in the United States and has committed $293 million for constructing new buildings.
During 1996, Microsoft and National Broadcasting Company (NBC) established two MSNBC joint ventures: a 24-hour cable news and information channel and an interactive online news service. Microsoft agreed to pay $220 million over a five-year period for its interest in the cable venture and to pay one-half of operational funding of both joint ventures for a multiyear period.
Microsoft is subject to various legal proceedings and claims that arise in the ordinary course of business. Management currently believes that resolving these matters will not have a material adverse impact on the Company's financial position or its results of operations.
Geographic Information
1994 1995 1996 Net revenues U.S. operations $3,472 $4,495 $6,614 European operations 1,401 1,575 2,241 Other international operations 375 558 965 Eliminations (599) (691) (1,149) Total net revenues $4,649 $5,937 $8,671 Operating income U.S. operations $1,394 $1,709 $2,408 European operations 346 412 680 Other international operations 31 91 376 Eliminations (45) (174) (386) Total operating income $1,726 $2,038 $3,078 Identifiable assets U.S. operations $4,397 $5,862 $8,193 European operations 1,366 1,806 2,280 Other international operations 423 689 1,042 Eliminations (823) (1,147) (1,422) Total identifiable assets $5,363 $7,210 $10,093
Intercompany sales between geographic areas are accounted for at prices representative of unaffiliated party transactions. "U.S. operations" include shipments to customers in the United States, licensing to OEMs, and exports of finished goods directly to international customers, primarily in Canada, South America, and Asia. Exports and international OEM transactions are primarily in U.S. dollars and totaled $787 million, $1,263 million, and $2,148 million in 1994, 1995, and 1996. "Other international operations" primarily include subsidiaries in Australia, Japan, Korea, and Taiwan. International revenues, which include European operations, other international operations, exports, and OEM distribution, were 54%, 55%, and 60% of total revenues in 1994, 1995, and 1996.
Quarterly Information (Unaudited)
Quarter Ended
(In millions)30-Sep 31-Dec 31-Mar 30-June Year 1994 Net revenues $983 $1,129 $1,244 $1,293 $4,649 Operating income 343 415 480 488 1,726 Net income 239 289 256 362 1,146 Earnings per share 0.20 0.24 0.21 0.29 0.94 High common stock price 22 1/8 21 5/8 22 3/8 27 3/8 27 3/8 Low common stock price 17 5/8 19 19 1/2 20 1/2 17 5/8 1995 Net revenues $1,247 $1,482 $1,587 $1,621 $5,937 Operating income 437 520 549 532 2,038 Net income 316 373 396 368 1,453 Earnings per share 0.25 0.30 0.32 0.29 1.16 High common stock price 29 5/8 32 5/8 37 46 1/4 46 1/4 Low common stock price 23 1/2 27 29 1/8 34 3/8 23 1/2 1996 Net revenues $2,016 $2,195 $2,205 $2,255 $8,671 Operating income 708 786 774 810 3,078 Net income 499 575 562 559 2,195 Earnings per share 0.39 0.45 0.44 0.43 1.71 High common stock price 54 5/8 51 3/4 53 1/2 63 63 Low common stock price 42 1/2 40 1/4 40 49 7/8 40 The Company's common stock is traded on The Nasdaq Stock Market under the symbol MSFT. On July 31, 1996, there were 37,883 holders of record of the Company's common stock. The Company has not paid cash dividends on its common stock.
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