throbber
Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 1 of 117 PageID #: 639
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`Exhibit C
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`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 2 of 117 PageID #: 640
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM 10-K
`ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the Fiscal Year Ended June 30, 2023
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`OR
`TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the Transition Period From to
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`☐
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`Commission File Number 001-37845
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`MICROSOFT CORPORATION
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`91-1144442
`(I.R.S. ID)
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`Trading Symbol
`MSFT
`MSFT
`MSFT
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`Name of exchange on which registered
`NASDAQ
`NASDAQ
`NASDAQ
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`WASHINGTON
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`(STATE OF INCORPORATION)
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`ONE MICROSOFT WAY, REDMOND, WASHINGTON 98052-6399
`(425) 882-8080
`www.microsoft.com/investor
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`Securities registered pursuant to Section 12(b) of the Act:
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`Title of each class
`Common stock, $0.00000625 par value per share
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`3.125% Notes due 2028
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`2.625% Notes due 2033
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`Securities registered pursuant to Section 12(g) of the Act:
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`None
`Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
`Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
`Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
`Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
`this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
`See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
`
` Accelerated Filer ☐
`Large Accelerated Filer ☒
` Smaller Reporting Company ☐
`Non-accelerated Filer ☐
` Emerging Growth Company ☐
`
`If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
`accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
`Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
`under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
`If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
`an error to previously issued financial statements. ☐
`Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
`executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
`As of December 31, 2022, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1.8 trillion based on the closing sale price as
`reported on the NASDAQ National Market System. As of July 24, 2023, there were 7,429,763,722 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 of Shareholders to be held on December 7, 2023 are incorporated by
`reference into Part III.
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`

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`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 3 of 117 PageID #: 641
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`PART I
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`PART II
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`Item 1.
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`Item 1A.
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`Item 1B.
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`MICROSOFT CORPORATION
`FORM 10-K
`For the Fiscal Year Ended June 30, 2023
`INDEX
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` Business
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`Information about our Executive Officers
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` Risk Factors
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` Unresolved Staff Comments
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` Properties
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` Legal Proceedings
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` Mine Safety Disclosures
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` Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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` Management’s Discussion and Analysis of Financial Condition and Results of Operations
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` Quantitative and Qualitative Disclosures about Market Risk
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` Financial Statements and Supplementary Data
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` Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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` Controls and Procedures
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` Report of Management on Internal Control over Financial Reporting
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` Report of Independent Registered Public Accounting Firm
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` Other Information
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` Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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` Directors, Executive Officers, and Corporate Governance
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` Executive Compensation
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` Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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` Certain Relationships and Related Transactions, and Director Independence
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` Principal Accountant Fees and Services
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`Item 7A.
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`Item 9A.
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`PART III
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`PART IV
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`Item 15.
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` Exhibit and Financial Statement Schedules
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` Form 10-K Summary
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` Signatures
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`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 4 of 117 PageID #: 642
`PART I
`Item 1
`
`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: “Business” (Part I, Item
`1 of this Form 10-K), “Risk Factors” (Part I, Item 1A of this Form 10-K), and “Management’s Discussion and Analysis of Financial Condition and Results of
`Operations” (Part II, Item 7 of this Form 10-K). 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 “Risk
`Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about
`Market Risk” (Part II, Item 7A of this Form 10-K). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as
`of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information,
`future events, or otherwise.
`
`3
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`

`

`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 5 of 117 PageID #: 643
`PART I
`Item 1
`
`PART I
`ITEM 1. BUSINESS
`GENERAL
`
`Embracing Our Future
`
`Microsoft 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. We are creating the platforms and tools, powered by artificial intelligence (“AI”),
`that deliver better, faster, and more effective solutions to support small and large business competitiveness, improve educational and health outcomes,
`grow public-sector efficiency, and empower human ingenuity. From infrastructure and data, to business applications and collaboration, we provide
`unique, differentiated value to customers.
`
`In a world of increasing economic complexity, AI has the power to revolutionize many types of work. Microsoft is now innovating and expanding our
`portfolio with AI capabilities to help people and organizations overcome today’s challenges and emerge stronger. Customers are looking to unlock value
`from their digital spend and innovate for this next generation of AI, while simplifying security and management. Those leveraging the Microsoft Cloud are
`best positioned to take advantage of technological advancements and drive innovation. Our investment in AI spans the entire company, from Microsoft
`Teams and Outlook, to Bing and Xbox, and we are infusing generative AI capability into our consumer and commercial offerings to deliver copilot
`capability for all services across the Microsoft Cloud.
`
`We’re committed to making the promise of AI real – and doing it responsibly. Our work is guided by a core set of principles: fairness, reliability and safety,
`privacy and security, inclusiveness, transparency, and accountability.
`
`What We Offer
`
`Founded in 1975, we develop and support software, services, devices, and solutions that deliver new value for customers and help people and
`businesses realize their full potential.
`
`We offer an array of services, including cloud-based solutions that provide customers with software, services, platforms, and content, and we provide
`solution support and consulting services. We also deliver relevant online advertising to a global audience.
`
`Our products include operating systems, cross-device productivity and collaboration applications, server applications, business solution applications,
`desktop and server management tools, software development tools, and video games. We also design and sell devices, including PCs, tablets, gaming
`and entertainment consoles, other intelligent devices, and related accessories.
`
`The Ambitions That Drive Us
`
`To achieve our vision, our research and development efforts focus on three interconnected ambitions:
`•Reinvent productivity and business processes.
`•Build the intelligent cloud and intelligent edge platform.
`•Create more personal computing.
`
`Reinvent Productivity and Business Processes
`
`At Microsoft, we provide technology and resources to help our customers create a secure, productive work environment. Our family of products plays a
`key role in the ways the world works, learns, and connects.
`
`4
`
`

`

`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 6 of 117 PageID #: 644
`PART I
`Item 1
`
`
`Our growth depends on securely delivering continuous innovation and advancing our leading productivity and collaboration tools and services, including
`Office 365, Dynamics 365, and LinkedIn. Microsoft 365 brings together Office 365, Windows, and Enterprise Mobility + Security to help organizations
`empower their employees with AI-backed tools that unlock creativity, increase collaboration, and fuel innovation, all the while enabling compliance
`coverage and data protection. Microsoft Teams is a comprehensive platform for work, with meetings, calls, chat, collaboration, and business process
`automation. Microsoft Viva is an employee experience platform that brings together communications, knowledge, learning, resources, and insights.
`Microsoft 365 Copilot combines next-generation AI with business data in the Microsoft Graph and Microsoft 365 applications.
`
`Together with the Microsoft Cloud, Dynamics 365, Microsoft Teams, and our AI offerings bring a new era of collaborative applications that optimize
`business functions, processes, and applications to better serve customers and employees while creating more business value. Microsoft Power Platform
`is helping domain experts drive productivity gains with low-code/no-code tools, robotic process automation, virtual agents, and business intelligence. In a
`dynamic labor market, LinkedIn is helping professionals use the platform to connect, learn, grow, and get hired.
`
`Build the Intelligent Cloud and Intelligent Edge Platform
`
`As digital transformation and adoption of AI accelerates and revolutionizes more business workstreams, organizations in every sector across the globe
`can address challenges that will have a fundamental impact on their success. For enterprises, digital technology empowers employees, optimizes
`operations, engages customers, and in some cases, changes the very core of products and services. We continue to invest in high performance and
`sustainable computing to meet the growing demand for fast access to Microsoft services provided by our network of cloud computing infrastructure and
`datacenters.
`
`Our cloud business benefits from three economies of scale: datacenters that deploy computational resources at significantly lower cost per unit than
`smaller ones; datacenters that coordinate and aggregate diverse customer, geographic, and application demand patterns, improving the utilization of
`computing, storage, and network resources; and multi-tenancy locations that lower application maintenance labor costs.
`
`The Microsoft Cloud provides the best integration across the technology stack while offering openness, improving time to value, reducing costs, and
`increasing agility. Being a global-scale cloud, Azure uniquely offers hybrid consistency, developer productivity, AI capabilities, and trusted security and
`compliance. We see more emerging use cases and needs for compute and security at the edge and are accelerating our innovation across the spectrum
`of intelligent edge devices, from Internet of Things (“IoT”) sensors to gateway devices and edge hardware to build, manage, and secure edge workloads.
`
`Our AI platform, Azure AI, is helping organizations transform, bringing intelligence and insights to the hands of their employees and customers to solve
`their most pressing challenges. Organizations large and small are deploying Azure AI solutions to achieve more at scale, more easily, with the proper
`enterprise-level and responsible AI protections.
`
`We have a long-term partnership with OpenAI, a leading AI research and deployment company. We deploy OpenAI’s models across our consumer and
`enterprise products. As OpenAI’s exclusive cloud provider, Azure powers all of OpenAI's workloads. We have also increased our investments in the
`development and deployment of specialized supercomputing systems to accelerate OpenAI’s research.
`
`Our hybrid infrastructure offers integrated, end-to-end security, compliance, identity, and management capabilities to support the real-world needs and
`evolving regulatory requirements of commercial customers and enterprises. Our industry clouds bring together capabilities across the entire Microsoft
`Cloud, along with industry-specific customizations. Azure Arc simplifies governance and management by delivering a consistent multi-cloud and on-
`premises management platform.
`
`Nuance, a leader in conversational AI and ambient intelligence across industries including healthcare, financial services, retail, and telecommunications,
`joined Microsoft in 2022. Microsoft and Nuance enable organizations to accelerate their business goals with security-focused, cloud-based solutions
`infused with AI.
`
`We are accelerating our development of mixed reality solutions with new Azure services and devices. Microsoft Mesh enables organizations to create
`custom, immersive experiences for the workplace to help bring remote and hybrid workers and teams together.
`
`5
`
`

`

`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 7 of 117 PageID #: 645
`PART I
`Item 1
`
`
`The ability to convert data into AI drives our competitive advantage. The Microsoft Intelligent Data Platform is a leading cloud data platform that fully
`integrates databases, analytics, and governance. The platform empowers organizations to invest more time creating value rather than integrating and
`managing their data. Microsoft Fabric is an end-to-end, unified analytics platform that brings together all the data and analytics tools that organizations
`need.
`
`GitHub Copilot is at the forefront of AI-powered software development, giving developers a new tool to write code easier and faster so they can focus on
`more creative problem-solving. From GitHub to Visual Studio, we provide a developer tool chain for everyone, no matter the technical experience, across
`all platforms, whether Azure, Windows, or any other cloud or client platform.
`
`Windows also plays a critical role in fueling our cloud business with Windows 365, a desktop operating system that’s also a cloud service. From another
`internet-connected device, including Android or macOS devices, users can run Windows 365, just like a virtual machine.
`
`Additionally, we are extending our infrastructure beyond the planet, bringing cloud computing to space. Azure Orbital is a fully managed ground station
`as a service for fast downlinking of data.
`
`Create More Personal Computing
`
`We strive to make computing more personal, enabling users to interact with technology in more intuitive, engaging, and dynamic ways.
`
`Windows 11 offers innovations focused on enhancing productivity, including Windows Copilot with centralized AI assistance and Dev Home to help
`developers become more productive. Windows 11 security and privacy features include operating system security, application security, and user and
`identity security.
`
`Through our Search, News, Mapping, and Browser services, Microsoft delivers unique trust, privacy, and safety features. In February 2023, we launched
`an all new, AI-powered Microsoft Edge browser and Bing search engine with Bing Chat to deliver better search, more complete answers, and the ability
`to generate content. Microsoft Edge is our fast and secure browser that helps protect users’ data. Quick access to AI-powered tools, apps, and more
`within Microsoft Edge’s sidebar enhance browsing capabilities.
`
`We are committed to designing and marketing first-party devices to help drive innovation, create new device categories, and stimulate demand in the
`Windows ecosystem. The Surface family includes Surface Pro, Surface Laptop, and other Surface products.
`
`Microsoft continues to invest in gaming content, community, and cloud services. We have broadened our approach to how we think about gaming end-to-
`end, from the way games are created and distributed to how they are played, including subscription services like Xbox Game Pass and new devices from
`third-party manufacturers so players can engage across PC, console, and mobile. In January 2022, we announced plans to acquire Activision Blizzard,
`Inc., a leader in game development and an interactive entertainment content publisher.
`
`Our Future Opportunity
`
`We are focused on helping customers use the breadth and depth of the Microsoft Cloud to get the most value out of their digital spend while leading the
`new AI wave across our solution areas. We continue to develop complete, intelligent solutions for our customers that empower people to be productive
`and collaborate, while safeguarding businesses and simplifying IT management. Our goal is to lead the industry in several distinct areas of technology
`over the long term, which we expect will translate to sustained growth. We are investing significant resources in:
`•Transforming the workplace to deliver new modern, modular business applications, drive deeper insights, and improve how people
`communicate, collaborate, learn, work, and interact with one another.
`•Building and running cloud-based services in ways that utilize ubiquitous computing to unleash new experiences and opportunities for
`businesses and individuals.
`•Applying AI and ambient intelligence to drive insights, revolutionize many types of work, and provide substantive productivity gains using natural
`methods of communication.
`
`6
`
`

`

`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 8 of 117 PageID #: 646
`PART I
`Item 1
`
`•Tackling security from all angles with our integrated, end-to-end solutions spanning security, compliance, identity, and management, across all
`clouds and platforms.
`•Inventing new gaming experiences that bring people together around their shared love for games on any devices and pushing the boundaries of
`innovation with console and PC gaming.
`•Using Windows to fuel our cloud business, grow our share of the PC market, and drive increased engagement with our services like Microsoft
`365 Consumer, Microsoft Teams, Microsoft Edge, Bing, Xbox Game Pass, and more.
`
`Our future growth depends on our ability to transcend current product category definitions, business models, and sales motions.
`
`Corporate Social Responsibility
`
`Commitment to Sustainability
`
`Microsoft’s approach to addressing climate change starts with the sustainability of our own business. In 2020, we committed to being a carbon negative,
`water positive, and zero waste company by 2030.
`
`In May 2023, we released our Environmental Sustainability Report which looked back at our progress during fiscal year 2022. We continued to make
`progress on our goals, with our overall emissions declining by 0.5 percent. While our Scope 1 and Scope 2 emissions continued to decline, Scope 3
`emissions increased by 0.5 percent. Scope 3 represented 96 percent of our total emissions, resulting primarily from the operations of our suppliers and
`the use of our products across our customers.
`
`A few examples of our continued progress include:
`•Signed new power purchase agreements, bringing our total portfolio of carbon-free energy to over 13.5 gigawatts.
`•Contracted for water replenishment projects that are estimated to provide more than 15.6 million cubic meters in volumetric water benefit over
`the lifetime of these projects.
`•Diverted 12,159 metric tons of solid waste from landfills and incinerators across our direct operational footprint.
`•Protected 12,270 acres of land in Belize – more than the 11,206 acres of land that we use around the world.
`
`Microsoft has a role to play in developing and advancing new climate solutions, but we recognize that no solution can be offered by any single company,
`organization, or government. Our approach helps to support the sustainability needs of our customers and the global community. Our Microsoft Cloud for
`Sustainability, an environmental sustainability management platform that includes Microsoft Sustainability Manager, enables organizations to record,
`report, and reduce their Scope 1, 2, and 3 emissions. These digital tools can interoperate with business systems and unify data intelligence for
`organizations.
`
`Addressing Racial Injustice and Inequity
`
`We are committed to addressing racial injustice and inequity in the United States for Black and African American communities and helping improve lived
`experiences at Microsoft, in employees’ communities, and beyond. Our Racial Equity Initiative focuses on three multi-year pillars, each containing actions
`and progress we expect to make or exceed by 2025.
`•Strengthening our communities: using data, technology, and partnerships to help improve the lives of Black and African American people in the
`United States, including our employees and their communities.
`•Engaging our ecosystem: using our balance sheet and relationships with suppliers and partners to foster societal change and create new
`opportunities.
`•Increasing representation and strengthening inclusion: building on our momentum by adding a $150 million investment to strengthen inclusion
`and double the number of Black, African American, Hispanic, and Latinx leaders in the United States by 2025.
`
`7
`
`

`

`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 9 of 117 PageID #: 647
`PART I
`Item 1
`
`
`In fiscal year 2023, we collaborated with partners and worked within neighborhoods and communities to launch and scale a number of projects and
`programs, including:
`•Working with 103 unique organizations in 165 cities and counties on our Justice Reform Initiative to empower communities and advance racial
`equity and fairness in the justice system.
`•Increasing access to affordable broadband, devices, and digital literacy training across 14 geographies, including 11 cities and three states in
`the Black Rural south.
`•Growing our Nonprofit Tech Acceleration for Black and African American Communities program, which uses data, technology, and partnerships
`to help more than 2,000 local organizations to modernize and streamline operations.
`•Expanding our Technology Education and Learning Support (“TEALS”) program to reach nearly 400 high schools in 21 communities to increase
`computer science opportunities for Black and African American students.
`
`We exceeded our 2020 goal to double the percentage of our transaction volumes with Black- and African American-owned financial institutions by 2023.
`We are also increasing investment activity with Black- and African American-owned asset managers, which now represent 45 percent of our external
`manager group, enabling increased funds into local communities. We also met our goal of creating a $100 million program focused on mission-driven
`banks. We enriched our supplier pipeline, achieving our goal to spend $500 million with double the number of Black- and African American-owned
`suppliers. We also increased the number of identified partners in the Black Partner Growth Initiative by more than 250 percent, surpassing our initial goal.
`
`We have made meaningful progress on representation and inclusion at Microsoft. As of June 2023, we are 93 percent of the way to our 2025 commitment
`to double the number of Black and African American people managers in the U.S. (below director level), and 107 percent of the way for Black and African
`American directors (people managers and individual contributors). We are 28 percent of the way for Hispanic and Latinx people managers (below director
`level) and 74 percent of the way for Hispanic and Latinx directors.
`
`Investing in Digital Skills
`
`After helping over 80 million jobseekers around the world access digital skilling resources, we introduced a new Skills for Jobs initiative to support a more
`skills-based labor market, with greater flexibility and accessible learning paths to develop the right skills needed for the most in-demand jobs. Our Skills
`for Jobs initiative brings together learning resources, certification opportunities, and job-seeker tools from LinkedIn, GitHub, and Microsoft Learn, and is
`built on data insights drawn from LinkedIn’s Economic Graph.
`
`We also launched a national campaign to help skill and recruit 250,000 people into the cybersecurity workforce by 2025, representing half of the
`country’s workforce shortage. To that end, we are making curriculum available free of charge to all of the nation’s higher education institutions, providing
`training for new and existing faculty, and providing scholarships and supplemental resources to 25,000 students. We have expanded the cyber skills
`initiative to 27 additional countries that show elevated cyberthreat risks coupled with significant gaps in their cybersecurity workforces, partnering with
`nonprofits and other educational institutions to train the next generation of cybersecurity workers.
`
`Generative AI is creating unparalleled opportunities to empower workers globally, but only if everyone has the skills to use it. To address this, in June
`2023 we launched a new AI Skills Initiative to help everyone learn how to harness the power of AI. This includes a new LinkedIn learning pathway offering
`new coursework on learning the foundations of generative AI. We also launched a new global grant challenge to uncover new ways of training workers on
`generative AI and are providing greater access to digital learning events and resources for everyone to improve their AI fluency.
`
`Overview
`
`HUMAN CAPITAL RESOURCES
`
`Microsoft aims to recruit, develop, and retain world-changing talent from a diversity of backgrounds. To foster their and our success, we seek to create an
`environment where people can thrive and do their best work. We strive to maximize the potential of our human capital resources by creating a respectful,
`rewarding, and inclusive work environment that enables our global employees to create products and services that further our mission.
`
`8
`
`

`

`Case 1:23-cv-01373-MN Document 16-3 Filed 03/04/24 Page 10 of 117 PageID #: 648
`PART I
`Item 1
`
`
`As of June 30, 2023, we employed approximately 221,000 people on a full-time basis, 120,000 in the U.S. and 101,000 internationally. Of the total
`employed people, 89,000 were in operations, including manufacturing, distribution, product support, and consulting services; 72,000 were in product
`research and development; 45,000 were in sales and marketing; and 15,000 were in general and administration. Certain employees are subject to
`collective bargaining agreements.
`
`Our Culture
`
`Microsoft’s culture is grounded in growth mindset. This means everyone is on a continuous journey to learn and grow, operating as one company instead
`of multiple siloed businesses.
`
`Our employee listening systems enable us to gather feedback directly from our workforce to inform our programs and employee needs globally.
`Employees participate in our Employee Signals surveys, which cover a variety of topics such as thriving, inclusion, team culture, wellbeing, and learning
`and development. We also collect Daily Signals employee survey responses, giving us real-time insights into ways we can support our employees. In
`addition to Employee Signals and Daily Signals surveys, we gain insights through onboarding, exit surveys, internal Viva Engage channels, employee
`Q&A sessions, and our internal AskHR Service support.
`
`Diversity and inclusion are core to our business model, and we hold ourselves accountable for driving global systemic change in our workforce and
`creating an inclusive work environment. We support multiple highly active Employee Resource Groups for women, families, racial and ethnic minorities,
`military, people with disabilities, and employees who identify as LGBTQIA+, where employees can go for support, networking, and community-building.
`As described in our 2022 Proxy Statement, annual performance and compensation reviews of our senior leadership team include an evaluation of their
`contributions to employee culture and diversity. To ensure accountability over time, we publicly disclose our progress on a multitude of workforce metrics
`including:
`•Detailed breakdowns of gender, racial, and ethnic minority representation in our employee population, with data by job types, levels, and
`segments of our business.
`•Our EEO-1 report (equal employment opportunity).
`•Disability representation.
`•Pay equity (see details below).
`
`Total Rewards and Pay Equity
`
`We develop dynamic, sustainable, market-driven, and strategic programs with the goal of providing a highly differentiated portfolio to attract, reward, and
`retain top talent and enable our employees to thrive. These programs reinforce our culture and values such as collaboration and growth mindset.
`Managers evaluate and recommend rewards based on, for example, how well we leverage the work of others and contribute to the success of our
`colleagues. We monitor pay equity and career

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