UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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1、 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June30, 2010 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

2、For the Transition Period From to Commission File Number 0-14278 MICROSOFT CORPORATION WASHINGTON91-1144442(STATE OF INCORPORATION)(I.R.S. ID)ONE MICROSOFT WAY, REDMOND, WASHINGTON 98052-6399 (425) 882-8080 Securities registered pursuant to Section12(b) of the Act: COMMON STOCK NASDAQ Securities reg

3、istered pursuant to Section12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes xNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Excha

4、nge Act.Yes No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has be

5、en subject to such filing requirements for the past 90 days.Yesx No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405

6、 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yesx No Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K (229.405 of this chapter) is not contained herein, and

7、will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a n

8、on-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfilerx Acceleratedfiler Non-accelerated filer (Do not check if a smaller reporting company)Sm

9、allerreportingcompany Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo x As of December31, 2009, the aggregate market value of the registrants common stock held by non-affiliates of the registrant was $235,244,858,633 based on the

10、closing sale price as reported on the NASDAQ National Market System. As of July20, 2010, there were 8,653,567,331 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting o

11、f Shareholders to be held on November16, 2010 are incorporated by reference into Part III. MICROSOFT CORPORATION FORM 10-K For The Fiscal Year Ended June30, 2010 INDEX Page PARTIItem1.Business3Executive Officers of the Registrant12Item1A.Risk Factors13Item1B.Unresolved Staff Comments19Item2.Properti

12、es19Item3.Legal Proceedings19PARTIIItem5.Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities20Item6.Selected Financial Data20Item7.Managements Discussion and Analysis of Financial Condition and Results of Operations21Item7A.Quantitative and Qu

13、alitative Disclosures about Market Risk40Item8.Financial Statements and Supplementary Data41Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item9A.Controls and Procedures81Report of Management on Internal Control over Financial Reporting81Report of Indepen

14、dent Registered Public Accounting Firm82Item9B.Other Information83PARTIIIItem10.Directors, Executive Officers and Corporate Governance83Item11.Executive Compensation83Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters83Item13.Certain Relationships a

15、nd Related Transactions, and Director Independence83Item14.Principal Accounting Fees and Services83PARTIVItem15.Exhibits and Financial Statement Schedules84Signatures872PART IItem 1Note About Forward-Looking Statements Certain statements in this report, other than purely historical information, incl

16、uding estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section27A of th

17、e Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Business”, “Managements Discussion and Analysis”, and “Risk Factors.” These forward-looking statements

18、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

19、current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward

20、-looking statements is included in the section titled “Risk Factors” (refer to Part I, Item1A of this Form 10-K). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. PART I ITEM1. BUSINESS GENERA

21、L Our mission is to enable people and businesses throughout the world to realize their full potential. Since the company was founded in 1975, we have worked to achieve this mission by creating technology that transforms the way people work, play, and communicate. We develop and market software, serv

22、ices, hardware, and solutions that we believe deliver new opportunities, greater convenience, and enhanced value to peoples lives. We do business throughout the world and have offices in more than 100 countries. We generate revenue by developing, manufacturing, licensing, and supporting a wide range

23、 of software products and services for many different types of computing devices. Our software products and services include operating systems for personal computers, servers, and intelligent devices; server applications for distributed computing environments; information worker productivity applica

24、tions; business solutions applications; high-performance computing applications; software development tools; and video games. We provide consulting and product and solution support services, and we train and certify computer system integrators and developers. We also design and sell hardware includi

25、ng the Xbox 360 gaming and entertainment console and accessories, the Zune digital music and entertainment device and accessories, and Microsoft personal computer (“PC”) hardware products. In addition to selling individual products and services, we offer suites of products and services, including th

26、ose discussed below and the enterprise client access license (“eCAL”) suite, which licenses access to Microsoft server software products.We earn revenues from customers paying a fee to license software; that will continue to be an important part of our business, even as we develop and deliver “cloud

27、-based” computing services. Cloud-based computing involves providing software, services and content over the Internet by way of shared computing resources located in centralized data centers. Consumers and business customers access these resources from a variety of devices. Revenues are earned prima

28、rily from usage fees and advertising. Microsofts “software plus services” vision reflects our belief that what is most powerful for end users is a computing or communication device running sophisticated software, interacting with cloud-based resources. Examples of consumer-oriented cloud-based compu

29、ting services we offer currently include: Bing, our Internet search service; Windows Live Essentials suite, which allows users to upload and organize photos, make movies, communicate via email and messaging and enhance online safety; and Xbox LIVE service, which enables online gaming, social network

30、ing, and content access. Our current cloud-based services for business users include: Microsoft Office Web Apps, which are the online companions to Microsoft Word, Excel, PowerPoint and OneNote; our Business Productivity Online Suite, offering communications and collaboration solutions with high ava

31、ilability and simplified enterprise IT management; Microsoft Dynamics Online family of customer relationship management (“CRM”) and enterprise resources planning services; and our Azure family of services, including a scalable operating system with compute, storage, hosting and management capabiliti

32、es, a relational database, and a platform that helps developers connect applications and services in the cloud or on premise.We also conduct research and develop advanced technologies for future software products and services. We believe that delivering breakthrough innovation and high-value solutio

33、ns through our integrated software platform is the key to meeting our customers needs and to our future growth. We believe that we will continue to lay the foundation for long-term growth by delivering new products and services, creating new opportunities for partners, improving customer satisfactio

34、n, and improving our internal processes. Our focus is to build on this foundation through ongoing innovation in our integrated software platforms; by delivering compelling value propositions to customers; by responding effectively to customer and partner needs; and by continuing to emphasize the imp

35、ortance of product excellence, business efficacy, and accountability. OPERATING SEGMENTS We operate our business in five segments: Windows& Windows Live Division, Server and Tools, Online Services Division, Microsoft Business Division, and Entertainment and Devices Division. Our segments provide man

36、agement with a comprehensive financial view of our key businesses. The segments enable the alignment of strategies and objectives across the development, sales, marketing, and services organizations, and they provide a framework for timely and rational allocation of development, sales, marketing, an

37、d services resources within businesses. Windows& Windows Live Division Windows& Windows Live Division (“Windows Division”) has overall responsibility for development and marketing of the Windows operating system, Windows Live and Internet Explorer. Windows Division revenue growth is largely correlat

38、ed to the growth of the PC market, as the original equipment manufacturer (“OEM”) distribution channel accounts for approximately 80% of total Windows Division revenue. In addition to PC market changes, Windows OEM revenue is impacted by: hardware market changes driven by shifts between emerging mar

39、kets and developed market, consumer PCs and business PCs, and the impact of lower cost netbook PCs; the attachment of Windows to PCs shipped and changes in inventory levels within the OEM channel; and pricing changes and promotions, the pricing variation associated with OEM channel shifts from local

40、 and regional system builders to large, multinational OEMs, and other pricing factors. Windows Division offerings consist of premium and standard edition Windows operating systems and online software and services through Windows Live. Premium Windows operating systems are those that include addition

41、al functionality and are sold at a price above our standard editions. Products and Services:Windows operating system: Windows 7, including Home Basic, Home Premium, Professional, Ultimate, Enterprise, and Starter Edition; Windows Vista, including Home Basic, Home Premium, Ultimate, Business, Enterpr

42、ise and Starter Edition; and Windows XP Home. Windows Live suite of applications and web services. Competition The Windows operating system faces competition from various commercial software products offered by well-established companies, including Apple and Google, and from the Linux operating syst

43、em. Linux is derived from Unix and is available without payment under a General Public License. Partners such as Hewlett-Packard and Intel have been actively working with alternative Linux-based operating systems. The Windows operating system also faces competition from alternative platforms and new

44、 devices that may reduce consumer demand for PCs. User and usage volumes on mobile devices are increasing around the world relative to the PC. Competitors such as Apple, Google, Mozilla, and Opera Software Company offer software that competes with the Web browsing capabilities of Internet Explorer,

45、a component of the Windows operating system. Our operating system products compete effectively by delivering innovative software, giving customers choice and flexibility, a familiar, easy-to-use interface, compatibility with a broad range of hardware and software applications, and the largest suppor

46、t network for any operating system. Windows Live software and services compete with Google, Yahoo!, and a wide array of Web sites and portals that provide communication and sharing tools and services. Server and Tools Server and Tools develops and markets server software, software developer tools, s

47、ervices, and solutions that are designed to make information technology professionals and developers and their systems more productive and efficient. Server software is integrated server infrastructure and middleware designed to support software applications built on the Windows Server operating sys

48、tem and includes the server platform, database, storage, management and operations, service-oriented architecture platform, security and identity software. Server and Tools also builds standalone and software development lifecycle tools for software architects, developers, testers, and project manag

49、ers. Server offerings can be run on-site, in a partner-hosted environment, or in a Microsoft-hosted environment. Our cloud-based services comprise a scalable operating system with compute, storage, and management capabilities and a relational database, both of which allow customers to run enterprise

50、 workloads and web applications in the cloud, as well as a platform that helps developers connect applications and services in the cloud or on premise. Server and Tools offers a broad range of enterprise consulting and product support services (“Enterprise Services”) that assist customers in develop

51、ing, deploying, and managing Microsoft server and desktop solutions. Server and Tools also provides training and certification to developers and information technology professionals for our Server and Tools, Microsoft Business Division, and Windows& Windows Live Division products and services. Appro

52、ximately 50% of Server and Tools revenue comes from annuity volume licensing agreements, approximately 30% is purchased through transactional volume licensing programs, retail packaged product and licenses sold to OEMs, and the remainder comes from Enterprise Services. Products and Services:Windows

53、Server operating system; Windows Azure; Microsoft SQL Server; SQL Azure; Visual Studio; Silverlight; System Center products; Biz Talk Server; Microsoft Consulting Services; Premier product support services; and other products and services. Competition Our server operating system products face compet

54、ition from a wide variety of server operating systems and server applications, offered by companies with a variety of market approaches. Vertically integrated computer manufacturers such as Hewlett-Packard, IBM, and Oracle offer their own versions of the Unix operating system preinstalled on server

55、hardware. Nearly all computer manufacturers offer server hardware for the Linux operating system and many contribute to Linux operating system development. The competitive position of Linux has also benefited from the large number of compatible applications now produced by many leading commercial an

56、d non-commercial software developers. A number of companies supply versions of Linux, including Novell and Red Hat. We have entered into business and technical collaboration agreements with Novell and other Linux providers to build, market, and support a series of solutions to enhance the interopera

57、bility of our products with their virtualization, management, and network security solutions, and to provide each others customers with patent coverage for their respective products. We compete to provide enterprise-wide computing solutions with several companies that offer solutions and middleware

58、technology platforms. IBM and Oracle lead a group of companies focused on the Java Platform Enterprise Edition. Commercial software developers that provide competing server applications for PC-based distributed client/server environments include CA Technologies, IBM, and Oracle. Our Web application

59、platform software competes with open source software such as Apache, Linux, MySQL, and PHP, and we compete against Java middleware such as Geronimo, JBoss, and Spring Framework. Numerous commercial software vendors offer competing software applications for connectivity (both Internet and intranet),

60、security, hosting, database, and e-business servers. System Center competes with server management and server virtualization platform providers, such as BMC, CA Technologies, Hewlett-Packard, IBM, and VMWare in the management of information technology infrastructures. Forefront products compete with

61、 CA Technologies, IBM, McAfee, Oracle, Symantec, and Trend Micro in protecting both client and server applications. SQL Server competes with products from IBM, Oracle, Sybase, and other companies in providing database, business intelligence and data warehousing solutions. Our products for software developers compete against offerings from Adobe, Borland, IBM, Oracle, other companies, and open-source projects. Competing open source projects include Eclipse (sponsored by CA Technologies, IBM, Oracle, and SAP), PHP, and Ruby on Rails, among others. Our cloud-based services off