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MSFTMicrosoft

Technology · Software · Nasdaq
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The 10-K against last year's

130 changes: 30 added, 9 removed, 88 reworded, 3 quiet changes

10-K Jul 29, 2026 vs Jul 30, 2025
Risk FactorsRedline ↓
21.0%
of the text changed · 11,553 words now
17.3%
of the text changed · 6,849 words now
Legal ProceedingsRedline ↓
7.3%
of the text changed · 225 words now
Accounting PoliciesRedline ↓
11.9%
of the text changed · 4,508 words now

10-K 0001193125-26-323660 (2026-07-29) vs 10-K 0000950170-25-100235 (2025-07-30)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 287 words changed in this paragraph; it is 62% similar to last year's version.
Issues in the development, deployment, and use of AI may result in reputational or competitive harm or liability. We are building providing access to AI into many of across our offerings, including offerings and enabling customers and partners to build AI-based solutions using our productivity services, and we are also making AI available for our customers to use in solutions that they build. This AI platforms. These capabilities may be developed by Microsoft or others, including our strategic partner, OpenAI. We expect these elements third parties and are becoming an increasing part of our business business. The increasing scale and adoption of AI amplifies challenges that may affect its development, deployment, and use, which could give rise to grow. We envision a future in which reputational, competitive, or legal harm. Our AI operating in devices, applications, models and the cloud helps our customers be more productive in their work and personal lives. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms or training methodologies used to train them may be flawed. Datasets may be overbroad, insufficient, or contain biased or inaccurate information. Content generated by AI systems may be offensive, illegal, inaccurate, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by Microsoft or others could result in incidents that impair the acceptance of AI solutions, cause harm to individuals, customers, or society, or result in our products and services not working as intended. Human review of certain inputs and outputs or other forms of human oversight may be required, including for agentic AI systems that can take actions autonomously. Companion or highly-personalized AI systems may result in over-reliance or dependence by users that is harmful. Our implementation of AI systems could result in legal liability, regulatory action, litigation, brand, reputational, or competitive harm, or other adverse impacts. These risks may stem from issues related to AI model and system capabilities, intellectual property, data privacy, product liability, and other claims associated with AI training training, outputs, and outputs. system behavior. They are further compounded by the evolving regulatory landscape, with new laws emerging globally, including the European Union (“EU”). Some globally and increased scrutiny from regulators and lawmakers. Certain AI scenarios technologies and use cases present ethical issues or may have broad or uneven impacts on society or vulnerable groups within society. There is also rising divergence globally in how to address these issues and impacts, with the result that we will need to navigate a web of different tensions across geographies. Finally, if We have experienced, and expect to continue to experience, instances in which the AI solutions we enable or offer AI solutions that have produce unintended consequences, unintended usage are used or customization customized in unforeseen ways by our customers and or partners, are contrary to our responsible AI policies and practices, or are otherwise controversial because of the impact on human rights, privacy, employment, or other social, economic, or political issues, our reputation, competitive position, business, financial condition, and results of operations could be adversely affected. operate in a

Source: Item 1A, 10-K 0001193125-26-323660 vs Item 1A, 10-K 0000950170-25-100235

MD&A 141 words changed in this paragraph; it is 57% similar to last year's version.
Cash from operations increased $17.6 $46.8 billion to $136.2 $182.9 billion for fiscal year 2025, 2026, primarily due to an increase in cash received from customers, customers and a decrease in cash used to pay income taxes, offset in part by an increase in cash paid to suppliers and employees and cash used to pay income taxes. suppliers. Cash used in financing increased $13.9 billion $847 million to $51.7 $52.5 billion for fiscal year 2025, 2026, primarily due to a $9.5 $6.0 billion increase decrease in cash used for repayments of debt, net of proceeds. offset in part by a $3.9 billion increase in common stock repurchases and a $2.4 billion increase in dividends paid. Cash used in investing decreased $24.4 increased $66.9 billion to $72.6 $139.5 billion for fiscal year 2025, 2026, primarily due to a $63.2 $51.4 billion increase in additions to property and equipment and a $22.2 billion increase in cash used in other investing primarily to facilitate the purchase of components, offset in part by a $4.2 billion decrease in cash used for acquisitions in the acquisition of companies, net of cash acquired and divestitures, and purchases of intangible and other assets, offset in part by assets and a $22.3 $2.4 billion increase decrease in cash used in net investment purchases, sales, and maturities, and a $20.1 billion increase in additions to property and equipment. maturities.

Source: Item 7, 10-K 0001193125-26-323660 vs Item 7, 10-K 0000950170-25-100235

Accounting Policies 128 words changed in this paragraph; it is 55% similar to last year's version.
Equity investments with readily determinable fair values are generally measured at fair value. Equity investments without readily determinable that are not recorded at fair values value are measured using the equity method of accounting when required or measured at cost less impairments, if any, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We Identifying observable changes in price requires judgment in evaluating whether transactions are orderly and whether the securities are comparable, including consideration of the rights and preferences of the securities, the composition of the investor group, and other relevant facts and circumstances. For equity investments not recorded at fair value, we perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in fair value are recorded in other income (expense), net. Equity method investments may be recorded on a lag of up to three months when sufficient financial information is not available in a timely manner. For equity method investments recorded on a lag, we recognize the impact of intervening events that have a material impact on our consolidated financial statements in the period in which they occurred.

Source: Item 8, Note 1 – ACCOUNTING POLICIES, 10-K 0001193125-26-323660 vs Item 8, Note 1 – ACCOUNTING POLICIES, 10-K 0000950170-25-100235

Legal Proceedings 32 words changed in this paragraph; it is 81% similar to last year's version.
In 2018, the Irish Data Protection Commission (“IDPC”) began investigating a complaint against LinkedIn as to whether LinkedIn’s targeted advertising practices violated the recently implemented European Union General Data Protection Regulation (“GDPR”). Microsoft cooperated throughout the period of inquiry. In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts, and the next decision. A preliminary hearing is scheduled for was held in December 2025. The court issued a ruling on the standard of appeal, which the IDPC may appeal.

Source: Item 3, via Note 14 – CONTINGENCIES, 10-K 0001193125-26-323660 vs Item 3, via Note 14 – CONTINGENCIES, 10-K 0000950170-25-100235

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of MSFT's Risk Factors and MD&A, 10-K 2026-07-29 against 10-K 2025-07-30. Each links to the text at sec.gov.

AddedRisk Factors
Our cloud and AI strategy requires substantial investments and depends on evolving customer demand, technological developments, competitive dynamics, and regulatory conditions, any of which could adversely affect our business, financial condition, and results of operations. We have made and are continuing to make significant capital and operational investments to develop, train, deploy, and support AI models and related cloud-based services, including building and expanding datacenters, acquiring necessary components, and securing energy resources. These investments are being made at significant scale and on an accelerated timeline, require substantial and increasing capital expenditures and continued access to capital, and are in advance of fully developed revenue streams. The associated revenue may not be realized in the expected timeframes or at expected levels. Our capital and operational investments are complex and involve projects in multiple locations around the world that expose us to increased compliance risks and political challenges, among others. Our ability to fund these investments depends on our ability to generate sufficient cash flows and obtain financing on acceptable terms. Adverse changes in interest rates, credit markets, investor sentiment, our credit ratings, or other factors affecting capital availability could increase our cost of capital or limit our ability to execute our infrastructure strategy. The financial success of these investments depends on a number of uncertain factors, including customer demand for cloud-based and AI products and services and continued customer use of Azure to build, train, deploy, and run AI workloads, our ability to price and monetize those services at levels sufficient to recover our costs, competitive dynamics affecting pricing, and the pace of adoption of AI. Customers may reduce, delay, or shift AI workloads to competing platforms, on-premises or local deployments, or other alternatives. If adoption of our AI services develops more slowly than expected, or if customers do not continue to utilize Azure for AI workloads at anticipated levels, we may not realize the expected returns on our investments.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedRisk Factors
Demand for cloud-based and AI products and services is evolving and difficult to forecast. Overestimation of demand or misalignment of capacity investments may result in underutilization of infrastructure and may lead to impairment of assets on our balance sheet. Conversely, demand exceeding available capacity limits our ability to meet customer needs in a timely manner.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedRisk Factors
The cost structure for AI products and services is subject to significant uncertainty, including with respect to model training and inference costs, the availability and pricing of components, and energy costs. If these costs increase, remain elevated, or fail to decline, or if pricing for AI products and services declines as a result of competition, commoditization, or other market forces, our margins, financial condition, and results of operations could be adversely affected.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedRisk Factors
Our AI strategy also depends in part on strategic relationships with third parties that provide technologies, models, products, and services that enhance our offerings. These relationships may change over time, and many of these partners compete with us with respect to certain products and services. Changes in strategic priorities, contractual arrangements, our access to third-party technologies, or key commercial relationships could adversely affect the competitiveness of our AI products and services. In some cases, these parties are significant customers of Azure and other cloud services. The economic benefits we expect to derive from these relationships, including through commercial arrangements, technology access, and Azure consumption, may not be realized or sustained. As we manage infrastructure capacity constraints and evolving customer demand, we may modify capacity allocations, deployment priorities, pricing, or other commercial arrangements. Strategic partners and other customers may likewise adjust their purchasing decisions, deployment strategies, workloads, or anticipated use of our products and services. As a result, expected consumption or anticipated demand may not materialize, may be delayed or reduced, or may decline over time. Any such developments could adversely affect our business, financial condition, and results of operations.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedRisk Factors
Our success depends on our ability to develop, deliver, and maintain competitive cloud-based and AI products and services that achieve broad customer adoption and sustainable revenue growth. Our ability to succeed depends on our ability to develop and deliver differentiated products and services that meet evolving customer needs, achieve broad adoption, maintain customer trust, and generate sustainable revenue and growth. The markets for cloud-based and AI products and services are highly dynamic, characterized by shifting customer expectations, increasing regulatory and governmental scrutiny, intense competition, and rapid technological change, such as the accelerating importance of agentic computing. Whether we succeed in cloud-based and AI products and services depends on our execution in several areas, including:

Read it in 10-K 2026-07-29 at sec.gov ↗

Show the other 16
AddedRisk Factors
Our cloud-based and AI products and services may be misused by customers, users, or malicious actors for unintended, fraudulent, abusive, or unlawful purposes. Our efforts to detect, prevent, and mitigate such misuse may not be successful, which could result in reputational harm, regulatory scrutiny, service disruptions, or adverse impacts on our business, financial condition, and results of operations.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedRisk Factors
manner inconsistent with our responsible AI policies and practices. These outcomes may give rise to public controversy, societal concerns, or regulatory actions relating to human rights, privacy, employment, or other social, economic, or political issues, and could adversely affect our reputation, competitive position, business, financial condition, and results of operations.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedRisk Factors
The availability, reliability, and cost of electrical power are critical to the operation and expansion of our datacenters. In many regions, electricity generation, transmission, and distribution infrastructure is experiencing increasing demand and capacity constraints. Limitations in power availability, delays in obtaining power connections, outages, shortages, increased energy costs, or requirements imposed by utilities, regulators, or other market participants could restrict our ability to develop or expand datacenter capacity. In addition, alternative energy sources and other emerging solutions may not be available in sufficient quantities, may not timely scale to meet our requirements, or may be available only at higher costs. If we are unable to secure adequate power resources on commercially reasonable terms, our ability to support customer demand and execute our growth strategy could be adversely affected.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedRisk Factors
Our ability to develop additional capacity is also subject to land availability, zoning restrictions, environmental reviews, permitting requirements, and other regulatory approvals. Changes in governmental policies, permitting processes, environmental regulations, sustainability requirements, building standards, energy regulations, or other factors beyond our control may delay projects, restrict development opportunities, impose additional compliance obligations, or increase costs. We also face community opposition, state and local moratoriums, and hyper-local dissent, as well as increasingly coordinated opposition to infrastructure development across jurisdictions, including through the involvement or influence of elected officials, policymakers, and advocacy groups. Our failure to navigate successfully any of these challenges may delay projects, restrict development opportunities, impose additional compliance obligations, or increase costs.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
(In millions, except percentages and per share amounts) 2026 2025 Percentage Change Revenue $ 331,839 $ 281,724 18% Gross margin 225,465 193,893 16% Operating income 155,237 128,528 21% Net income 133,749 101,832 31% Diluted earnings per share 17.95 13.64 32% Adjusted net income (non-GAAP) 128,786 105,452 22% Adjusted diluted earnings per share (non-GAAP) 17.28 14.13 22%

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
Adjusted net income and adjusted diluted earnings per share (“EPS”) are non-GAAP financial measures. These non-GAAP financial measures exclude net gains and losses from investments in OpenAI. Refer to the Non-GAAP Financial Measures section below for a reconciliation of our financial results reported in accordance with GAAP to non-GAAP financial results.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
Operating expenses increased $4.9 billion or 7% driven by continued investments in research and development compute capacity, AI talent, and data to support product development that benefits the entire portfolio, impairment and other related expenses in our XBOX business, investments in commercial sales, and higher Copilot advertising expenses.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
Current year net income and diluted EPS were positively impacted by net gains from investments in OpenAI, which resulted in an increase in net income and diluted EPS of $5.0 billion and $0.67, respectively. Prior year net income and diluted EPS were negatively impacted by net losses from investments in OpenAI, which resulted in a decrease in net income and diluted EPS of $3.6 billion and $0.49, respectively.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
•Operating expenses increased $940 million or 6% driven by impairment and other related expenses in our XBOX business and continued investments in research and development compute capacity, AI talent, and data to support product development that benefits the entire portfolio.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
Other income (expense), net included $6.5 billion of net gains and $4.8 billion of net losses for fiscal years 2026 and 2025, respectively, from investments in OpenAI, primarily net recognized gains (losses) on our equity method investment reflected in Other, net. The net gains recorded for fiscal year 2026 primarily relate to the dilution gain from the OpenAI Recapitalization.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
Adjusted other income (expense), net, adjusted net income, and adjusted diluted EPS are non-GAAP financial measures which exclude net (gains) losses from investments in OpenAI. We believe these non-GAAP measures aid investors by providing additional insight into our financial 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.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
Remaining performance obligations represent the revenue we expect to recognize for our products and services for which control has not yet been transferred to customers. We estimate total consideration to be received at the outset of the agreement and throughout the term of the agreement. Estimating the total consideration and revenue that will be allocated to remaining performance obligation can involve significant judgments, including identifying and assessing variable consideration and potential renegotiation of commitments. We consider factors such as the nature of the terms and duration of the contract across our portfolio of contracts.

Read it in 10-K 2026-07-29 at sec.gov ↗

AddedMD&A
Investments purchased by Microsoft are typically accounted for as available-for-sale debt securities, equity investments with readily determinable fair values, or equity investments without readily determinable fair values measured using either the equity method when required or at cost less impairments, if any, with adjustments for observable changes in price (referred to as the measurement alternative). Equity method investments may be recorded on a lag of up to three months when sufficient financial information is not available in a timely manner. For equity method investments recorded on a lag, we recognize the impact of intervening events that have a material impact on our consolidated financial statements in the period in which they occurred.

Read it in 10-K 2026-07-29 at sec.gov ↗

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