SEC Comment Letter for MICROSOFT CORP (MSFT) (CIK 0000789019) (MSFT) — Jan 26, 2010
MICROSOFT CORP (MSFT) (CIK 0000789019)
Date: Jan. 26, 2010 · CIK: 0000789019 · Accession: 0000000000-10-004942
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-14278
Referenced dates: December 11, 2009, January 8, 2010
Letter
Mail Stop 4561 January 26, 2010 Mr. Frank Brod Corporate Vice President a nd Chief Accounting Officer Microsoft Corporation One Microsoft Way Redmond, Washingt on 98052-6399
Re: Microsoft Corporation Form 10-K for the Fiscal Year Ended June 30, 2009 Filed July 30, 2009 000-14278
Dear Mr. Brod:
We have reviewed your response letter dated January 8, 2010 in connection with the above-referenced filing and have the followi ng comments. If indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith supplemental information so we may better understand your disclosure. After re viewing this information, we may raise additional comments. Unless otherwise noted, where prior comments are referred to they refer to our letter dated December 11, 2009.
Form 10-K for the Fiscal Year Ended June 30, 2009
Part II
Item 8. Financial Statements and Supplementary Data
Note 22. Segment Information and Geographic Data, page 77
1. You indicate in response to prior comme nt 2 that you believe you have met the disclosure requirements under paragraph 37 of SFAS 131 since your segments are organized based on groups of similar products and services. For each of the offerings of each reportable segment, as described in your response, explain how you concluded that they represent a gr oup of similar products or services. Describe the specific attr ibutes and the criteria you use to aggregate.
Mr. Frank Brod Microsoft Corporation January 26, 2010 Page 2 2. Further, in reporting revenues from external customers fo r each product and service or each group of similar products a nd services, please tell us the basis for considering product and service on a comb ined, interchangeable basis as opposed to revenue disclosures for each product a nd each service sepa rately. Clarify why you believe that your segment disclosure s in Note 22 and in Part 1. Item 1. Business on page 3 of Form 10-K comply with paragraph 37 of SFAS 131 (now ASC 280-10-80-50-40) and Item 101(c)(i) of Regulation S-K respectively. 3. You indicate in response to prior co mment 3 that the segment information presented in Note 22 is used by your ch ief operating decision maker in assessing segment performance and deciding how to allocate resources. Considering that your MD&A should be a discussion and anal ysis of your business as seen through the eyes of management, tell us what consideration you gave to presenting the segment information provided beginning on page 23 on the basis consistent with your internal management reporting, w ith a reconciliation to U.S. GAAP.
4. We note your responses to prior comments 4 and 5. In light of the Staff’s initial concerns resulting from your current disc losure, tell us what consideration you have given to clarifying the description of the basis for measurement of your segment data in future filings.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing any amendment and your response to our comments. You may contact Melissa Walsh, Sta ff Accountant, at (202) 551-3224, if you have any questions regarding comments on the financial statements and related matters. If you need further assistance, you may contact me at (202) 551-3226. S i n c e r e l y , C r a i g D . W i l s o n Sr. Asst. Chief Accountant
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Mail Stop 4561 January 26, 2010 Mr. Frank Brod Corporate Vice President a nd Chief Accounting Officer
Microsoft Corporation One Microsoft Way Redmond, Washingt on 98052-6399
Re: Microsoft Corporation
Form 10-K for the Fiscal Year Ended June 30, 2009
Filed July 30, 2009
000-14278
Dear Mr. Brod:
We have reviewed your response letter dated January 8, 2010 in connection with
the above-referenced filing and have the followi ng comments. If indicated, we think you
should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments. Unless otherwise noted, where prior comments are referred to they
refer to our letter dated December 11, 2009.
Form 10-K for the Fiscal Year Ended June 30, 2009
Part II
Item 8. Financial Statements and Supplementary Data
Note 22. Segment Information and Geographic Data, page 77
1. You indicate in response to prior comme nt 2 that you believe you have met the
disclosure requirements under paragraph 37 of SFAS 131 since your segments are
organized based on groups of similar products and services. For each of the offerings of each reportable segment, as described in your response, explain how
you concluded that they represent a gr oup of similar products or services.
Describe the specific attr ibutes and the criteria you use to aggregate.
Mr. Frank Brod
Microsoft Corporation January 26, 2010 Page 2 2. Further, in reporting revenues from external customers fo r each product and
service or each group of similar products a nd services, please tell us the basis for
considering product and service on a comb ined, interchangeable basis as opposed
to revenue disclosures for each product a nd each service sepa rately. Clarify why
you believe that your segment disclosure s in Note 22 and in Part 1. Item 1.
Business on page 3 of Form 10-K comply with paragraph 37 of SFAS 131 (now
ASC 280-10-80-50-40) and Item 101(c)(i) of Regulation S-K respectively.
3. You indicate in response to prior co mment 3 that the segment information
presented in Note 22 is used by your ch ief operating decision maker in assessing
segment performance and deciding how to allocate resources. Considering that
your MD&A should be a discussion and anal ysis of your business as seen through
the eyes of management, tell us what consideration you gave to presenting the
segment information provided beginning on page 23 on the basis consistent with
your internal management reporting, w ith a reconciliation to U.S. GAAP.
4. We note your responses to prior comments 4 and 5. In light of the Staff’s initial
concerns resulting from your current disc losure, tell us what consideration you
have given to clarifying the description of the basis for measurement of your
segment data in future filings.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
You may contact Melissa Walsh, Sta ff Accountant, at (202) 551-3224, if you
have any questions regarding comments on the financial statements and related matters.
If you need further assistance, you may contact me at (202) 551-3226.
S i n c e r e l y , C r a i g D . W i l s o n
Sr. Asst. Chief Accountant