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ASM 2015

Dec 2, 2015

Speaker 12

Today's presentation may contain forward-looking statements, which are predictions, projections, or other statements about future events based on current expectations and assumptions. Actual results may differ materially from these forward-looking statements because of a variety of risks and uncertainties about our business, which are discussed today or described in our filings with the Securities and Exchange Commission, including our Form 10-K and 10-Q. We do not undertake any duty to update any forward-looking statement. Please welcome John Thompson, Chairman of the Board of Microsoft Corporation.

John W. Thompson
Independent Chairman, Microsoft

Well, good morning, welcome to our annual shareholder meeting. I'm John Thompson, Chairman of the Board of Microsoft. For those of you who are here with us at the Meydenbauer Center here in Bellevue, Washington, those of you listening online, we welcome you to our annual shareholder meeting. We're streaming live today on our investor relations website. We strive to make this meeting an inclusive event, as inclusive as possible, to ensure that you have an opportunity to vote and state your mind as shareholders of our company. Our board values the ongoing feedback from you and the thoughtfully expressed diverse opinions that you provide to us as we work to improve shareholder value. I'd like to share with you the structure of today's meeting and to make sure that you understand what the agenda is.

First off, I will be joined by Satya Nadella, our Chief Executive Officer, Amy Hood, Executive Vice President and our Chief Financial Officer, Brad Smith, our President and Chief Legal Officer, and our Corporate Secretary, and John Seethoff. John Seethoff is our Corporate Secretary. John Seethoff will address the business meeting, he will also have an opportunity to speak with you on stage. Amy will review Microsoft's financial results, Satya will talk about the progress against our three bold ambitions that advance the mission of the company to empower every person and organization to achieve more. Following his remarks, we'll show a few examples of how Microsoft's innovation unlocks new ways for us to learn, work together, and understand our brave new world. We will have an opportunity for a 45-minute Q&A session. First, let me attend to the formalities.

Broadridge Financial has been appointed the Inspector of Elections for this meeting. The inspectors are located in the reception table in the lobby. Most of you have already voted by proxy, your proxy votes have already been tallied. If you are a shareholder of record or a beneficial shareholder holding a legal proxy from your bank or broker and you want to vote your shares now or change your vote, ballots are available from the inspectors that are at the reception table in the lobby. Filling out a ballot and giving it to the inspectors will revoke the earlier proxy you gave. If you're a beneficial shareholder with a voting instruction form, you also may submit those forms and use the computers at the reception table to cast a new vote.

The polls are now open and will be closed in a few moments following the presentation of the business matters of the meeting. Before we turn to the business matters of the meeting, I'd like to recognize a few members of our senior leadership team who are here with us today. First, Peggy Johnson, our Executive Vice President of Business Development, who's been with the company for a little more than a year, and in that brief time has had a significant impact on important strategic business deals and partnerships across the industry that will prove valuable to Microsoft over time. Second, we'd like to welcome Kathleen Hogan, our Head of Human Resources, who is spearheading our cultural change agenda to retain Microsoft's amazingly talented team and attract new world-class talent to our company. Welcome, Kathleen and Peggy.

As Satya said to you in his letter, it's been a year of change and opportunity for our company and our industry. Over the past year, we've taken many important steps to better align our capabilities and ultimately deliver products and services that we hope our customers will love. We've defined our success and our future in the context of three bold ambitions, to reinvent productivity and business processes, to build an intelligent cloud, and to create more personal computing. As we embrace these ambitions, the management team has held itself accountable and given you, our shareholders, greater visibility into our progress. We're communicating more and sharing more information than ever before about the critical growth metrics, increases in users, market share, revenue, and profit.

The members of the board are also working with a growth mindset as we bring together rich and varied experiences to infuse fresh perspectives and new ideas in the boardroom. We also remain committed to strong corporate governance and a framework of such. One of the key developments over the past year is an update to our long-term executive incentive program, using performance measures to align to Microsoft's strategic goals and directives. Acting in line with Microsoft's long-standing corporate governance philosophy, the board also adopted a new proxy access nomination bylaw that permits eligible shareholders to nominate candidates for election to the Microsoft board. I'd like to introduce the board of directors who are here with us today. First, our Founder and Technology Advisor, Bill Gates. Next, Teri List-Stoll, who is a member of the Audit Committee and the Governance and Nominating Committee.

Mason Morfit, a member of the Audit Committee and the Compensation Committee. Chuck Noski, Chair of our Audit Committee and a member of the Governance and Nominating Committee. Dr. Helmut Panke, Chair of the Regulatory and Public Policy Committee, and a member of the Audit Committee and the Compensation Committee. A really hardworking guy. Charles Scharf is a member of the Governance and Nominating Committee. John Stanton, Chair of the Compensation Committee and a member of the Regulatory and Public Policy Committee. I'd also like to welcome two nominated directors for their first shareholder meetings, Sandy Peterson and Padma Warrior. Sandy is Group Worldwide Chairman of J&J, and Padma served as the Chief Technology Officer at Cisco. Following the election, the board will consider the committee assignments or appointments for both Sandy and Padma. Welcome to all of you.

Finally, I'd like to take this opportunity to thank a departing director for her service to our company. A special thanks to Dr. Maria Klawe for her service as a member of the compensation committee and the regulatory and public policy committee. Also here today with us are Steve Sinwell, Jason Rissanen , pardon me, and Chris Weber, representing Deloitte, our independent auditors. Now I'd like to call the 2015 shareholder meeting to order. I'll be serving as the chair of the meeting, John Seethoff will serve as our secretary. As chair of the meeting, I've adopted an agenda that will govern the order of business and the rules of conduct of the meeting. Copies of the agenda and the rules are available at the reception table outside the meeting room. The rules of conduct will also govern the Q&A session.

John, please report the notice of the meeting, the proxies received, and present the matters to be voted on.

John Seethoff
Corporate Secretary, Microsoft

Thank you, John. Good morning, everyone. The notice of the meeting and Internet availability of the proxy and the materials that were mailed by Broadridge Corporation were distributed, as John heard, he referred to. Broadridge sent those out beginning on October 19, 2015. They went to all shareholders of record as of October 2, 2015. As a result of the meeting, it's being held pursuant to proper notice. What I'll do this morning is walk us through the relatively short formal aspect of the meeting, then as you heard John say, you'll hear more from Satya, from Amy, we'll have a question and answer session that follows. Proxies representing more than 88% of the approximately 7.9 billion shares eligible to vote at the meeting have been received. A quorum is present, the meeting is duly constituted, it will now proceed.

This morning, we have three proposals for shareholders to consider. They were all described in the proxy statement. The first item is the election of directors. The following 11 people have been properly nominated by the board. William H. Gates III, Teri List-Stoll, Satya Nadella, Charles H. Noski, Dr. Helmut Panke, Sandra E. Peterson, Charles Scharf, John Stanton, John W. Thompson, and Padmasree Warrior . The board recommends a vote for each of the directors on the ballot. The second item is an advisory vote to approve the compensation of the company's named executive officers as disclosed in the company's proxy statement. The board recommends approval of this proposal. The third and final item is the ratification of the company's independent auditor, Deloitte, for fiscal year 2016. The board recommends approval for that proposal as well.

The discussion of matters for shareholder consideration is now closed. The polls are also now closed. I'll share with you now the preliminary voting tabulation. That's been completed. We'll have more information about the precise numbers later. First, each of the 11 nominees on the ballot to become a director are elected with over 90% of the votes cast to serve until the next annual meeting of shareholders and until their successors are elected and qualified. Proposal two, the advisory vote on executive compensation, and Proposal three, ratification of Deloitte as the independent auditor for 2016, have been approved by a majority of the votes cast. We expect to post the details of final voting results on all of the matters presented here today on our investor relations website later this afternoon.

We'll also report the results in a Form 8-K, which will be filed with the Securities and Exchange Commission within four business days. This means the formal portion of the meeting is concluded. The formal meeting is now adjourned. With that, let me welcome to the stage our Chief Financial Officer, Amy Hood.

Amy Hood
EVP and CFO, Microsoft

Thanks, John. Hello, everyone. Thank you for being here or watching online today. In fiscal year 2015, we focused our transformation on our organization and our culture

To support our strategy of building best-in-class platforms and productivity services for a mobile-first, cloud-first world. We finished the fiscal year with $93.6 billion in revenue. We made progress in building new sources of revenue growth in commercial cloud, search, gaming, and hardware, while being disciplined and focused in our spending. We maintained our commitment to shareholder return. Last year, we returned nearly 50% more cash to shareholders with a total cash return of $23.3 billion. We increased our quarterly dividend payment by 11% to $10.1 billion and completed $13.2 billion of our stock buyback program. In September, we announced a 16% increase in our quarterly dividend. We also hosted a financial analyst briefing in April, where we introduced two long-term strategic goals for our company to reach 1 billion Windows 10 active devices and $20 billion in commercial cloud annualized revenue run rate in fiscal year 2018.

Together, they represent our commitment to both innovation and growth. I want to spend some time on a few additional highlights from the past year. Our commercial businesses contributed nearly $52 billion in revenue as momentum from our commercial cloud, along with our server products and services, continued. We surpassed $8 billion in our commercial cloud annualized revenue run rate through robust growth across Office 365, Azure, and Dynamics CRM Online. We added over 50,000 small and mid-sized business customers each month with Office 365, and it now is deployed in four out of every five Fortune 500 enterprises. In our consumer business, we saw strength and growth in key assets. Bing, our search engine, exceeded 20% U.S. market share. Our Xbox Live user base grew to 37 million, and we announced exciting new titles like Halo 5 that demonstrate our momentum in the Xbox ecosystem.

We innovated in new device categories with the introduction of HoloLens, opening up opportunities in the field of augmented reality. We saw unprecedented levels of user feedback and developers as we prepared for the launch of Windows 10 in late July. We also completed 16 acquisitions, ranging from the developer of the popular Minecraft franchise to several companies that enhance security in the cloud. Let's turn to this fiscal year. First, we announced three new reporting segments, Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. These new segments provide transparency into our progress against the three ambitions for Microsoft that Satya laid out in his shareholder letter. The supplemental investor metrics, the profit measure of operating income, and our commentary on the quarterly earnings call give our investors valuable insight into how we manage the business.

Additionally, we had a solid start to the year in Q1 as we exceeded our expectations across many of our businesses and showed progress in key strategic areas like search, where revenue increased to more than $1 billion in Q1, and we met our commitment for profitability. As we look ahead, our cloud offerings expand our addressable market and give our customers the flexibility to manage their information with strong and specific security safeguards. We're continuing to deliver richer capabilities and new services. With Windows 10, we see early and positive signals of usage and engagement, enriching the total Windows ecosystem and positioning it for longer-term growth. With our expense discipline, we're able to thoughtfully reinvest these savings to accelerate growth in key areas, expand our addressable market, and transform how we work to better deliver products and services to our customers.

Our belief is that shareholder value has always been created by investing in our future, creating new and compelling products and services that move us closer towards empowering every organization and person on the planet to achieve more. Now it's my pleasure to introduce Microsoft's CEO, Satya Nadella.

Satya Nadella
CEO, Microsoft

Thank you, Amy.

Amy Hood
EVP and CFO, Microsoft

Thanks.

Satya Nadella
CEO, Microsoft

Thank you so much. Thank you, Amy. I'd like to thank all of you here today and watching online. We greatly appreciate your commitment to Microsoft. It's been an incredible year of progress for Microsoft, for our customers, partners, and shareholders. As I reflect back, what stands out most is our strategic and cultural transformation. We are positioned for new growth opportunities ahead. Everything starts with our mission: empower every person and every organization on the planet to achieve more. I came to Microsoft 23 years ago because I saw how clearly we empower people to do magical things that ultimately make the world a better place. The notion of empowerment through digital technology is truly our unique identity. In some companies, their products are the heroes. In others, their customers' data is the hero.

For Microsoft, our customers are the hero. We are creating new opportunities for people across the socioeconomic spectrum, for organizations of all sizes, for entrepreneurs and students everywhere to realize their dreams. To do this, we have galvanized around three interconnected ambitions. Today, I want to focus on the progress we are making in the most critical and predictive factor that will drive Microsoft's future success, our culture. First, let me briefly expand on the progress Amy shared. I'll start with reinventing productivity and business process. With Office 365 and Dynamics, we continue to enrich the ways organizations do business and how people make things happen. We want to change the nature of work by focusing on the mobility of the person's experience, enabling seamless collaborations across teams, organizations, and entire networks.

This is a rich service that spans all aspects of how people work today and expanding into new growth markets like cloud voice, org analytics, and information security. Next, let's talk about our intelligent cloud. Microsoft is now clearly a leader in the enterprise cloud globally. When I step back and consider our broader cloud strategy, one of the most significant ways we empower all our customers is also the simplest. It's choice. We offer customers a true hybrid distributed computing platform that reflects the real-world needs. This approach, coupled with the higher value services, machine learning, data platform, are broadening our appeal to companies looking to transform and gain efficiencies. Customers like Walmart, Alaska, Jet.com already are experiencing these benefits. Lastly, we're creating more personal computing, starting with the launch of Windows 10 as a service. We are inventing new forms of personal computing and new personal computers.

Think about this. Holograms in your living room, a band that works with any phone but also frees you from all your phones, a phone that can go beyond one screen, a tablet that can replace your laptop, an ultimate laptop that can also be a digital clipboard, gaming experiences that span the PC console as well as phones. This holiday, we will see the widest range ever of Windows devices, including hundreds of new hardware designs from us and our partners. It's encouraging to see the early response from customers in the press to Windows 10 and devices like Surface Book and Surface Pro 4. Windows 10 in the enterprise is off to a great start as well. Companies like British Telecom, China Light and Power, St. Thomas Hospital, Kimberly-Clark are all deploying Windows 10 already.

For Microsoft to thrive in this mobile-first, cloud-first world, we must generate new concepts like the ones I talked about. At the same time, we must develop new capabilities, such as running cloud services at scale, designing devices, supply chain management, manufacturing. However, I fundamentally believe that our cultural transformation is pivotal to our ability to foster these new concepts and cultivate these new capabilities. Our ability to evolve our culture is the leading indicator of our future success. The core cultural change we are driving at Microsoft is based on this notion of a growth mindset. We're transforming ourselves from a group who knows it all to a group of people who will learn it all. When we approach every problem with this insatiable curiosity and a desire to delight our customers, we gain deeper insights. We innovate, we grow.

This growth mindset shows up in our work both in small and big ways, every day. We think of it along three dimensions. How can we and how should we obsess about our customers, showing up as One Microsoft, and being diverse and inclusive in everything we do? Windows 10 is a great example of our growth mindset in action and how we obsess over customers. After all, the Windows team is incredibly knowledgeable about building operating systems. They didn't build Windows 10 based on what they only knew. They built it based on what they learned from millions and millions of Windows fans. One of the best ways we can delight our customers is by showing up as One Microsoft. To do this, we are evolving everything from how we build products and also how we partner.

We are focused on removing all the boundaries in both how products are developed and how we bring them to market. More and more customers are experiencing entire cohesive solutions that matter to them from Microsoft and our partners. Diversity and inclusion has long been a key part of our culture at Microsoft. To better serve everyone on the planet, we must represent everyone on the planet. An important step we took this year was mandatory training to help employees recognize how to help others bring their best ideas to Microsoft, regardless of their background or style. We also made some strides by increasing the diversity of our board of directors, the senior leadership team, while at the same time hiring more women and minorities from universities. Even with these steps forward, we're not where we need to be, nor is the industry, and we're deeply committed to making progress.

When we push forward with our mission and approach every day with a growth mindset, we can make a big difference in the world. I love seeing up close how our efforts are empowering people across every walk of life. Just a few months ago, I met a 17-year-old, Belén Guade, in Chile. She fell in love with robotics, then through the help of our YouthSpark program, she started coding workshops for kids in her local libraries in Santiago. I believe if she can apply what she has learned to inspire others and create 10,000 more innovators like herself, our world will be a better place. Back at home, one of our employees, Matt Height, spearheaded a project to help veterans with lost limbs play Xbox games with Kinect and custom gaming controllers.

At our last accessibility hackathon, he was able to band together with employees across the company to empower these brave men and women to use technologies in ways that they otherwise could not have. On my recent visit to the U.K., I was inspired by Dr. David Plans' story. He, at age 27, found himself in a hospital bed after a near brush with death when he collapsed in the Brussels Airport. That inspired him not only to change his lifestyle but to launch a company, BioBeats, a startup focused on harnessing the power of data and the cloud to empower people to apply algorithms to understand their health and make changes to their lifestyle and improve their overall wellness.

We truly can make a difference in the world by doing everything from empowering people like Belén, Matt, and David to bringing cutting-edge education technology to students in Sammamish or in rural Kenya, to delivering true enterprise-grade productivity and business process solutions to small businesses in Asia, revolutionizing government services in Latin America with our cloud. As you can tell, I'm optimistic about the future of Microsoft. As we build a thriving organization and a culture that empowers everyone to do their best work, I'm confident in the long-term value we can return to you all as shareholders. Beyond that, I'm optimistic about the role of technology and what it does for us in our broader society. For Microsoft to deliver on the promise of empowering others to technology, we must approach every day with this growth mindset. When our people can pursue their best ideas, innovation will flourish.

We will build great experiences that our customers will love. This will generate new growth long into the future. I'd like to pause and invite Ashley Frank and Melissa Grant on stage to show you some of our new products and our culture in action, then we'll move to our Q&A. Ashley.

Hi.

Nice seeing you.

Great. Thank you.

Thanks.

Good morning. Yes, it's great to be back here again with you all this year, and I've brought Melissa along with me this time, and we're going to talk a little bit about our exciting year through the lens of our respective roles, which are actually quite a bit different here at Microsoft. In my day-to-day, I manage strategic relationships like Adobe, which you might remember from last year, which means I'm in the room with partners who create and develop some of our most exciting apps and experiences across devices.

Melissa Grant
Analyst Relations, Microsoft

I suppose you could call my world a little more academic. My work centers on briefing industry analysts like Gartner, Forrester, and IDC. That means talking with those who focus on building solutions for the enterprise. I'm on the road a lot talking to analysts in advance of our global events and announcements, and this year we had some major releases.

Yep, absolutely. In 2015, we brought you the future of productivity to life with a full release, excuse me, of Windows 10. It really is a great user experience. Let me show you.

I want to make sure you notice what happened there. My PC recognized me. It then automatically logged me in using Windows Hello without me ever having to type a password. That is more personal computing. I also have my familiar start menu here with my live tiles and universal Windows apps that scale across all of my devices. My personal digital assistant, Cortana, is right here on my desktop. She helps me out by providing personalized information for me with results from the web and my PC. She's also proactive and reminds me of important things like all of those trips I take and even how long it could take me to get to the airport.

Does she remind you about those 49ers losses?

You know, Ashley, she seems to remind me of that every week.

Also new with Windows 10 is the integration with Xbox One. The Xbox app on Windows 10 brings you the fun of your games, TV, social, and your accomplishments to all of your devices. You can even stream games, live TV directly across multiple screens at home. Plus, your Xbox One now powered by Windows 10.

Speaking of games, my daughter is starting to get into Minecraft. Not only is it fun and engaging, but it's also an awesome tool for teaching critical thinking and introducing kids to computer science. In fact, Microsoft teamed up with Code.org to host a coding lesson based on Minecraft for students and educators this month. Here's an example. It's just a few simple steps, but what's really cool is showing kids the code behind what they're doing. Microsoft believes in the power of education, and we are investing in the future. Minecraft is just one popular tool.

Yeah. This year we've introduced some other innovations into the classroom. OneNote is also an amazing tool for empowering students to learn to read no matter what their skillset.

That's right. Many classrooms, including my daughter's, integrate students of all abilities. OneNote can help students with a new tool, a new add-in here, for those who are maybe struggling to read. Here's a very typical fifth-grade science lesson, but if the student is struggling with the words, we can click the Immersive Reader here.

Can you spread out the letters a little bit?

I can.

How about syllables?

Yep, we can highlight syllables.

Oh, awesome.

Even nouns and verbs, which can help a student really understand the lesson more. If they get stuck on a single word, we also have the Smart Lookup tool to help them with that. Let's take a look at this science lesson here, where the teacher has highlighted some vocabulary words she wants the students to focus on. Let's click here on the word potential. Smart Lookup doesn't just show the definition of the word, it also shows it in the context of this lesson. Here we're talking about electric potential.

Oh, I want to pause there for just a second and make sure everybody really understands what Melissa is showing you. It looks like she has a full PC set up here, but actually, this entire scenario here is being powered by her phone. This is Continuum. This is a new feature with Windows 10 Mobile that actually gives her this full fidelity experience right here on the second screen, all powered by this phone.

That's exactly right. My Lumia 950 supports Continuum, and it's attached to this dock, which has a mouse, keyboard, and this large screen. I have my familiar start menu with my live tiles and Cortana here on my desktop, just like you would expect on a PC, but it's all being powered through my phone. I can multitask between apps using the mouse and keyboard, just like you would expect on a PC. I have my Outlook calendar, Wunderlist, my mail, and other apps like Duolingo that I'm using. All of these apps take advantage of the universal Windows platform, so they scale brilliantly across all different devices and screen sizes. I'm going to Mexico in January for a wedding, so I'm trying to brush up on my Spanish using Duolingo. I can even take it with me on the go.

it's a universal Windows app, it picks up right where I left off, but now it's optimized for touch on my phone.

I can't wait to actually try this Duolingo because I was in Germany recently, and both my cousins live there, my younger cousins, and they're fluent in both German and English, and I think it would be pretty rad to show up next summer and be able to have a conversation with them.

They would be so surprised.

Whether we're traveling for fun or whether we're traveling for work, the truth is we both live on our phone. This is my phone. It has my personalized start screen. It has my live tiles so that I can get real-time updates at a glance, and it also has the new Outlook app. In the new Outlook app, it's easy to take action on any message. It's entirely customizable. I've set it up here so that when I swipe to the right, it sets a flag, and when I swipe to the left, deletes.

It's so cool that it's customizable because I would sort in such a different way. I keep everything forever. After Windows 10 launched, we were building up to another giant announcement. Both of us were working on it, but in absolute secrecy. Part of the positioning was around creatives, builders, and artists.

As you know, Adobe creates some of the most impactful software for that same community.

Exactly. As I was talking with analysts about this device, we were discussing how it could power the creative in everyone. One analyst even suggested that this device is so cool and innovative that everyone could maybe even include James Bond.

It was a very James Bond-ish moment, and you can imagine why it was so secretive because now that we've released it, the Surface Book is really an incredible device. We also at the same time launched the Surface Pro 4. It's light, it's powerful, and now it has this new Surface Pen that gives me a natural writing experience with more than 1,000 points of pressure sensitivity. When I'm writing, it actually feels like paper.

That is an amazing device. That was not an amazing game. It was wonderful to watch all of this come to life this year. You know, Ashley, even though we have different roles at work, and we root for different teams on the weekend, we sure gain a lot by working together.

It's absolutely true, which is why we've decided to join forces and bring a roundtable of our customers and our analysts together.

For us to learn from them.

Exactly. I went ahead and created a Wunderlist to help us track our progress for the event. Wunderlist is an app that's indispensable to me. It's one of my favorites, and it's also available on all platforms, so everybody can use it, and it makes it really easy to assign and track to-dos for any event or any list. Not only is it indispensable to me from a professional standpoint, I also can't live without it personally. Being organized, as you might be able to tell, is a super big priority for me, and this year I've been thinking a lot about how I'm using my time. We have all these great devices to help us be more productive, I also feel that it's important to find ways to be present.

That's so true. One thing I've been using is my new Microsoft Band. It's a great tool for helping me to be more in the moment. I was inspired by some of the analysts that I work with who really like the productivity tools on the band, like receiving push notifications from your calendar and email. I use mine when I'm away from the office so I can quickly glance at information and ask Cortana to set a reminder for things I need to follow up on. As I mentioned, I have an upcoming trip to Mexico, so I'm also using my Microsoft Band to keep on top of my nutrition and fitness. The Microsoft Health dashboard uses the intelligence of the cloud to tell me that I actually run faster and burn more calories when I run in the morning.

I'm going to make that a priority of my workout. I'm not really a resolution person, 'tis the season.

In the same way that Melissa is using the band and Microsoft Health to give her proactive information at home, I've started using Delve Analytics to understand more about how I manage my time at work. Delve is part of Office 365. I can see how much time I'm spending in meetings, emails, and even working after hours. It gives me a real indication of what's working for me and what maybe needs improvement based on the goals that I've set. Ultimately, I'm using this to help me make better decisions about how I use my most precious resource, time.

That sounds like a great personal and professional resolution. Today, Ashley and I showed you how Microsoft technology enables us all to better work, learn, and play. There are a lot of exciting innovations on the horizon. We'd like to close by giving you a glimpse into the future of computing.

Thanks for joining us.

Speaker 12

Who knows?

Look around. Technology is all around us. We use it in every aspect of our lives. It enables us to do amazing things. What if we could go further? What if we could go beyond the screen, where your digital world is blended with your real world? Now we can. This is the world with holograms. What will they enable us to do? New ways to visualize our work.

Brad Smith
President and Chief Legal Officer, Microsoft

I have an idea for the fuel tank.

Speaker 12

New ways to share ideas with each other.

John Seethoff
Corporate Secretary, Microsoft

How are things going your end?

Ashley Knapp
Shareholder, Microsoft

I just put the images in OneDrive.

John Seethoff
Corporate Secretary, Microsoft

Perfect.

Speaker 12

More immersive ways to play. New ways to teach and learn.

John Seethoff
Corporate Secretary, Microsoft

Put the new trap into place of the old one.

Speaker 12

Now what?

John Seethoff
Corporate Secretary, Microsoft

Tighten here and here.

Speaker 12

New ways to collaborate and explore the places we've never been. Look at this formation.

Melissa Grant
Analyst Relations, Microsoft

Let's take a closer look.

Speaker 12

New ways to create the things we imagine. Because when you change the way you see the world, you can change the world you see. This is Microsoft HoloLens.

Brad Smith
President and Chief Legal Officer, Microsoft

Good morning. I'm Brad Smith, and I'll be moderating and participating in the Q&A discussion. I'll invite first Satya, Amy, and John, and we'll be happy to take your questions. We've got four microphones, two on the left, two on the right, and we'll do our best to alternate between them. We also have been receiving some questions online. We want to give preference to the people in the room, but we'll take some time to answer some questions from people online as well. Let me start. It's hard for me to see. It looks like microphone number 2. Reverend Jackson, welcome.

Reverend Jackson
Shareholder, Microsoft

Thank you. Chairman Thompson, Mr. Nadella, board members, and Microsoft leaders and fellow shareholders, I speak to you today representing the Rainbow Push Coalition about the need for tech industry to achieve full representation. Of Blacks and Latinos, women and people of color in the tech industry by 2020. I want to thank Chairman Thompson and CEO Nadella for meeting with me yesterday, and our delegation. Your leadership has proved that talent and excellence come from all over the world, from Florida A&M University, an HBCU, to across the seas in India. Since we started our push, we've seen measurable progress, but face many daunting challenges in the coming year. Board inclusion. We applaud the appointment of two women to the board this year to join John and Satya to make Microsoft's board one of the most diverse in the industry.

I urge Microsoft to actively seek out qualified Blacks and Latinos for your next appointments, and want to work with you to identify board leaders for the future. The push for minority inclusion is meeting with unusual success. Last year, there were just three African American board members. Today, there are 10. As HP now has four from zero, Apple and other companies have appointed African Americans to their boards. Change is coming. Microsoft in 2015 continued to set the pace, most notably with Amy Hood and Joe Zinn's leadership, with significant minority participation in your two debt offerings this year. Significantly this year, for the first time ever, Apple, Intel, Qualcomm, and HP included minority firms in their debt offerings with the pace that Microsoft set.

Last year, our research showed that of 307 top C-suite leaders, there were just six African Americans and three Latinos, but 244 men and just 65 women. That's changing as Microsoft has promoted numerous African Americans into its executive leadership. Fred Humphries in Government Affairs, Tony Prophet in Marketing and Education, Toni Townes-Whitley, Worldwide Public Sector, and Melvin Flower in Audits. Microsoft can lead. Microsoft is uniquely positioned to lead this new era. Your law firm diversity program deserves to be replicated throughout the industry. Rainbow PUSH looks forward to expanding the company's partnerships with African American law firms and lawyers. Microsoft's supplier diversity program and partnership with minority businesses is at the top of the class. Most importantly, the technology industry must capture the money, market, and talent. When you're locked out, it's like leading as a one-eyed quarterback.

You cannot see market, money, talent, location, and growth. This is increasing as tech companies become consumer-oriented companies. African Americans and Latinos are now almost 100 million strong, more than most countries. We possess some $2 trillion in purchasing power. We are in many ways America's fastest and most untapped consumer market. Microsoft would be well-served by reinvigorating its multicultural and advertising and marketing program. Reach out to engage African American and Latino media, advertising and marketing agencies that best know how to reach this market. Inclusion leads to growth. When there's growth, everybody wins. We can be more than the consumers of the future. We can be the innovators and entrepreneurs of the future, the entrepreneurs of today. What holds back our talented Black and Latino startups is the lack of access to capital.

We would appeal to Microsoft to seriously consider a major access to capital program aimed at these talented entrepreneurs who have all the resources. They just don't have access to capital. In our struggle to make America better, there are significantly 4 stages. The 1st stage is to end legal slavery of 246 years, and then legal Jim Crow and lynching, and then the right to vote. The 4th stage is access to capital, industry, technology, and deal flow. Many of our freedom allies are now our equality allies. We lean on you to lead that dimension of our struggle to make America a more perfect union.

Today, we issue a new call to action to the tech industry, which has made very little, if any, progress into cracking the code to transform the character and composition of their workforces to break with old patterns of exclusion and overcome the 2% workforce dilemma. The status quo is unacceptable. Rainbow PUSH will continue to apply the challenge and industry-wide positive pressure. We will continue to push for real change, insist that companies set measurable goals, targets, and timetables to move the needle. As I said last year, Microsoft, we find a willing partner who's willing to make things happen. We're hopeful that Satya's Microsoft $75 million expansion of the TEALS and YouthSpark program will help change the flow of capital and change the culture. I contend, leaders, our best days are ahead of us if we follow such a plan.

Lastly, Mr. Chairman, I want to ask a few questions, if I might. What challenges has Microsoft identified that hold back progress expanding Black and Latino representation in the workforce? What new solutions are you exploring to make qualitative progress? Number 2, will Microsoft set goals, targets, and timetables to measure its diversity and inclusion program related to its workforce, supplier diversity, and the inclusion of people of color in your financial and professional services work? Lastly, will Microsoft consider legislation that would provide tax credits to corporations who repatriate offshore profits? Back to America to be invested in the development bank aimed at reinventing America's infrastructure and establishing a technology education inclusion fund. Thank you again for the opportunity to speak to you today. Let's make the technology industry look like America. Inclusion leads to growth, and with growth, we all win.

We look at America through a door, not through a keyhole. We look out the windshield, not just in the rearview mirror. Thank you so very much.

Satya Nadella
CEO, Microsoft

Thank you. Thank you, Reverend Jackson, for both the question and being here. I think your push and what you and your group are doing in highlighting even diversity and inclusion and what we as Microsoft and we as an industry need to do is very welcome, and it's something that we are very committed to. In fact, when we say everything at Microsoft starts with our mission, when we want to talk about empowering the world and empowering every person on the planet, it has to start with diversity and inclusion right here at Microsoft and us representing the world internally. To that effect, I feel we are very focused on it. It's just not words, it's robust action that we need to take. In the last year even, we have made progress. It's still not enough. We've got to stay at it.

When I think about even rolling out the unconscious bias training to over 100,000 people at Microsoft, this is not just another corporate training session for us. It was more about getting a conversation going so that everyone inside the company can get comfortable having a rich dialogue about how important our culture of inclusiveness is going to be. I think that that's going to pay a lot of long-term dividends for us. Second, when it comes to making sure that we have representation, we have to have representation at the top and in the university recruiting. I'm pleased to say that that's the two places where we've in fact made good progress. You see it in the board. You see it in our leadership team.

Also, you referenced this in your remarks, I think in this last year, the progress we've made with Blacks and Hispanics as represented in our corporate vice president ranks, which has improved, and that is fantastic to see. In the university, that's probably another place where there's fantastic, I'll say, hope because our university hiring, both for women as well as African Americans, has increased year-over-year. We plan to stay focused on it, in fact, recruiting from a diverse pool of colleges so that we can get to that diverse candidates who can come in. That's another area of focus and improvement for us. The other place where we are very focused is actually on the things that you mentioned, which is diversity of our supplier programs. Brad and team have done a fantastic job on the law firm side.

Amy and team have done a great job of including a diverse pool from where we raise our debt. That's something that we are doing well and, in fact, setting the standards in the industry. We'll probably, in fact, based on the conversation we even had yesterday, I've been thinking about, hey, maybe there are other things like advertising in other places, other categories where we can in fact do the same that we have learned in these two areas. When it comes to capital, we do have accelerators all over the world. This is something that I'll definitely take a look at and saying, how can we channel what we do to be able to reach the minorities more, to be able to encourage the entrepreneurs in those communities? I think that that's a great idea and something we'll follow up.

Also, the TEALS program, for which we have allocated $75 million, we are channeling that to the inner-city neighborhoods so that we can get the teachers who can teach computational skills into those schools. Because I think that's one of the scarce commodities. Which is, it'll take five, 10 years to have the teacher capacity, and we've got to, between now and then, bridge it by getting volunteers from the industry and getting them into those right schools. We will absolutely channel the programs we have, YouthSpark, TEALS, in that context of capital where that's something that we will also follow up and make sure that we partner with you. I think on the last one, on the tax piece, maybe Brad, you want to talk a little bit about it?

Brad Smith
President and Chief Legal Officer, Microsoft

We definitely welcome the opportunity to have a conversation about how to get, I'll say, repatriation legislation unstuck in Congress. I think there's a broad sense in the business community and more generally in the country, that it would make more sense to put this capital to work in the United States rather than leave American companies holding so much capital overseas. If there's ways that we can build support with Rainbow Push and other groups, if there are ways to address the capital needs of particular parts of the economy or society, if that's a path forward, it's absolutely a path worth considering. We welcome the opportunity to talk more about that.

Reverend Jackson
Shareholder, Microsoft

Brad, if I might say, these ghettos and barrios are like housing internal refugees who are in these camps, so to speak. Drugs in, guns in, jobs out, high crime, first-class jails, second-class schools. That's not natural. That's social. It's the norm that must be rejected. As Nadella was laying out his points about targeting certain markets in third-world countries, it'd be well to have an internal focus on the underserved, undercapitalized zones of America as it will cost less to invest.

Satya Nadella
CEO, Microsoft

Absolutely

Reverend Jackson
Shareholder, Microsoft

keep buying time. We see in Chicago today, or St. Louis, we have no more time to buy. I would urge you with your collective skills to assume the leadership that will not be assumed by our government really to make it happen, it requires focus and priorities. Thank you so much.

Satya Nadella
CEO, Microsoft

Thank you.

Brad Smith
President and Chief Legal Officer, Microsoft

Thank you.

Satya Nadella
CEO, Microsoft

Thank you.

Brad Smith
President and Chief Legal Officer, Microsoft

Let me go over to microphone number 3.

Reverend Jackson
Shareholder, Microsoft

Thank you. I have two consumer usage things I wanted to ask about. One is Microsoft's Windows 10 and the Windows Media Center application, which every time I click on it comes back and says, "Windows Media Center will be uninstalled and is not supported." I've gone to the Microsoft Store several times and the answer desk and online at the Microsoft Community, I would like Microsoft to either create an app that duplicated the abilities for recording over-the-air TV or to present a white paper or something that says, "This is what you have to do to achieve that same level of performance." I would switch to Windows 10 in a minute, I use that ability to record TV and watch it later all the time.

Second issue is with applications on the Windows Phone. I find it strange that things like the Starbucks app is not available on the Microsoft phone. I would think that investing some development money into making the apps available that everybody sees with the App Store and the other store, it's like why would I get the Windows Phone when I can't do all this stuff? Those are my two comments.

Satya Nadella
CEO, Microsoft

First of all, thank you for both those questions. I think, the first one we have focused on. We had to make a transition from Windows Media Center to supporting essentially what is both over-the-top television watching, an electronic program guide. Those are things we obviously have on the Xbox. We've done a great job of it. One of the places we want to get to is a much more unified platform in Windows across everything that we do, the PCs, the console. You can expect more in that area for us. We are working on it, but we understand that we did downgrade from having the media player or the Windows Media Center functionality, but we are working on it.

On the application side, the goal we have is, look, we don't sort of think of our phones to PCs, to consoles, and even to HoloLens as all these separate platforms with separate marketplaces, with separate applications. Because the powerful concept of Windows and Windows 10 is that it's one application platform, one store for developers, that then should attract developers to build once and then have them run across all of Windows. That's the value proposition. For Starbucks or for anyone else, to be able to write it and get the returns for their investment on the Windows platform. This is again, new, right? We've had different efforts in the past, but we now have one store and one app platform. Give us time to keep focused on it.

We are seeing, for example, for the first time on the core of Windows desktop with 100+ million users, active engagement, the fact that they can find these applications in the store. Some of the developers like Netflix are seeing more engagement for their Netflix app versus the web. That's an early indicator of data that I think will entice more developers to build more of these applications. We are very focused on that challenge. We recognize how that challenge influences choice on the phone. We do need to sort of think of the unified platform and making sure organically, instead of just doing one-off deals to get one app, we've got to organically build momentum for the platform, and that's what we plan to do.

Brad Smith
President and Chief Legal Officer, Microsoft

Great. Go over to microphone number four.

Reverend Jackson
Shareholder, Microsoft

Good morning, Mr. Nadella and the board. Okay, sorry. Thank you for this opportunity. I'd like to ask you. I also want to thank you the chance you have taken time to meet Mr. Riccobono from National Federation of the Blind and the issue of concerning the blind population. In your speech, one of your commitment is to empower every citizen on this earth. The blind community is one of them. When would I see an equal representation on the board, having a blind person to be in the board to address the need of the blind person? Second, last year, if you notice, I have asked the proxy material to be sent to me or to have access in audio. I still never got it. What would it take to address those issues? Thanks for your time.

Satya Nadella
CEO, Microsoft

Thanks for the question. John, did you want to talk about it? I think on the diversity of the board, this is something that we'll absolutely look at.

John W. Thompson
Independent Chairman, Microsoft

Sure.

Satya Nadella
CEO, Microsoft

You may want to comment on it.

John W. Thompson
Independent Chairman, Microsoft

Well, if you look at our current board, we have 11 members with our two latest nominees. Of those 11 members, Eight of them have joined the board since 2012, it's a fairly young and fresh group that we are melding together, if you will. However, as we look out over time, we would full well expect that we will add more members to the board, we would expect every slate to have diverse candidates on those slates as we evaluate bringing together an expanded or broader board. We will clearly consider people who have diverse backgrounds or who have disabilities as candidates for our board.

Satya Nadella
CEO, Microsoft

On the

Reverend Jackson
Shareholder, Microsoft

A blind person?

John W. Thompson
Independent Chairman, Microsoft

I'm sorry.

Reverend Jackson
Shareholder, Microsoft

The board, the people you mentioned in your diversity board, are any of them has a blindness issues or know about blindness issue?

John W. Thompson
Independent Chairman, Microsoft

I can't say that in our last cycle, we specifically focused on a blind board member. Given the question that you've asked, we'll certainly make sure that we consider all candidates the next cycle.

Satya Nadella
CEO, Microsoft

As far as the second part to your question, we will definitely go take a look. We have screen reader technology that should work with our proxy statement. We'll follow up and make sure that all our material follows all of the accessibility and universal design standards that we have. That's something that, again, we're very focused on, but I'll definitely follow up on it.

Brad Smith
President and Chief Legal Officer, Microsoft

The one other thing I would add is we recognize frankly how important this area is and how much work we need to do. Just the week before last, we hosted 3 days of meetings, with groups representing the blind population on a global basis. We walked them through all of our product plans. We got feedback from them on all of the areas we need to address. It definitely includes some of the points you're raising this morning. We need to make our websites easier for people who are visually impaired to be able to read and understand. We need to make improvements in our products. We're definitely focused on this. Tomorrow actually marks the annual United Nations day that focuses on people with disabilities, and we'll be sharing some additional information about the kinds of things that really are a priority for us.

Reverend Jackson
Shareholder, Microsoft

Thank you. I hope you walk the talk. I expect you by next year, I will see a blind board member included in your board. Thank you.

Brad Smith
President and Chief Legal Officer, Microsoft

Okay. Microphone number two.

Ken Copley
Shareholder, Microsoft

Thank you very much for letting me ask a question this morning. My name is Ken Copley. The question I have for you is that, we all know what's happened with the mobile with regard to Google already grabbing 85% of the smartphone market. I firmly believe that Microsoft can significantly improve its position in this market if it wins the next battleground. I believe the next battleground is going to be the home of the consumer. You're already starting to see some of it, for example, with the NVIDIA and the Android operating system partnership, and they're putting out that product with the Shield. I believe the Shield might start pressuring your Xbox franchise. Anyways, coming back to this how we can perhaps improve this. The TV has been the hub in the consumer home for home entertainment, what, since the 1950s.

The cable operators right now are facing significant market risk from cord cutting from devices like this new Shield, although they've been using Chromecast and some of the other streaming devices. That, I believe, is opening up an opportunity for Microsoft to penetrate the home of the consumer. The reason is that, hey, the cable operators, they're all utilizing fragmented operating systems to deliver that home entertainment. They've got all the entertainment distribution agreements with the ownership of the entertainment. I just believe that it's a great opportunity for the organization to maybe develop a strategic relationship with the cable satellite operators so that you can introduce a device into the home.

We're all going to be in 10 years from now, I would think, you're going to have a device that's going to not only distribute entertainment throughout the house, it's going to provide security, efficiency with solar energy or any of the other things. It's all you need a device. Anyways, long-winded. Sorry about that.

Satya Nadella
CEO, Microsoft

Thanks. Thank you for the comments. I think we are obviously very focused. We have lots of things that we're doing, what we're doing with AllJoyn and support of AllJoyn inside of Windows. That's one part of it. Obviously, Xbox still remains a huge part of what we are doing at home. Xbox is just another Windows computer. We don't think of one computer at home. There's going to be a network of computers. It could be your phone, it could be your tablet, it can be your all-in-one. The protocols like AllJoyn will allow you from any place, even an interface like Cortana will be an interface that you can use to control both entertainment and other devices inside your home. That's the vision that we have, and we're definitely building towards it.

Your ideas about partnerships and scenarios are all good and things that we definitely will consider.

Ken Copley
Shareholder, Microsoft

Thank you.

Brad Smith
President and Chief Legal Officer, Microsoft

Let me take one of the online questions here. It is, what is your plan to address Microsoft's large and growing cash balance? Amy?

Satya Nadella
CEO, Microsoft

Amy.

Amy Hood
EVP and CFO, Microsoft

Thank you. As you might imagine, we get asked that a lot. As I talked about in my comments, we've spent a lot of time this year growing the amount of cash that we've returned to our shareholders significantly, up 50% over last year, and recently announced another increase in the dividend. As we've done that, we actually have continued to bring down the net cash balance that we have, and I feel good about that. It's a fundamental part of total shareholder return, and part of it is actually some of the comments you made earlier on repatriation in terms of the offshore balance, as opposed to how I think about bringing our net balance down over time.

Brad Smith
President and Chief Legal Officer, Microsoft

Over here.

Jim Postma
Shareholder, Microsoft

Good morning. I am Jim Postma, I'm very impressed with your transcribing of the audio to the screen. I've just been assuming that you're using some sort of speech recognition system.

Reverend Jackson
Shareholder, Microsoft

No secret that Microsoft has a strong positive and profitable presence in India, the nation of India. The other day, the leader of that nation said, and I'm paraphrasing, "How dare the Western industrialized technological countries tell India what to do about climate change?" I would just like to know, Microsoft, and now we've heard three organizations, namely the Gates Foundation, Amazon, and Facebook, have decided to put some serious scratch into the game. I'm just wondering how they're going to speak to this leader and the nation of India to see how they can be cajoled or somehow not to interfere with this issue of climate change.

Satya Nadella
CEO, Microsoft

The thing that I am focused on and Microsoft is focused on is what we should first do to be good corporate citizens to Brazil and applies to the United States. That's really the real focus for me and our team. Obviously what Bill and Melinda are doing on the foundation side, and others, that's an inspiration for all of us. That's something that we absolutely will look to and support in ways we can as a company. As far as the specifics of what any prime minister or leader of a nation says, I will leave it to those sovereign countries and the global communities that bring the sovereign leaders together to negotiate these tough, important initiatives.

Reverend Jackson
Shareholder, Microsoft

Thank you.

Brad Smith
President and Chief Legal Officer, Microsoft

I will say, I am told that the closed captioning is being done by a human being. I'm not given the human being's name, but I'm confident that the person has one, so I just want to say thank you. You're obviously doing a very good job.

Amy Hood
EVP and CFO, Microsoft

Good job.

Brad Smith
President and Chief Legal Officer, Microsoft

We'll go to microphone number 2.

Reverend Jackson
Shareholder, Microsoft

Good morning, Mr. Satya and the board. I'm a finance and accounting graduate from the University of Oklahoma. I graduated last year. I executed Microsoft's Ucrew campaign for two years. My senior year it was nixed. I'm curious as to what the thought process was.

Satya Nadella
CEO, Microsoft

What campaign was that? Sorry.

Reverend Jackson
Shareholder, Microsoft

Ucrew campaign at the University of Oklahoma. I was wondering what the thought process was to this program being cut across the country at over 500 universities and what's being done now to engage with the campus environment.

Brad Smith
President and Chief Legal Officer, Microsoft

I'm not familiar with the Ucrew. I can talk more broadly. Amy looked like she actually understood what the program was.

Amy Hood
EVP and CFO, Microsoft

I do.

Brad Smith
President and Chief Legal Officer, Microsoft

I'll turn to her first, and then I'll add something.

Amy Hood
EVP and CFO, Microsoft

Sure. It's a program that we have invested in to have local students be advocates for our products on campus. I think in the transition, which it's great for you to bring that up, we've really tried to invest also and continue to invest. The universities and student engagement with our products is frankly critical to our future success. You've heard, and Satya probably can build on that, we've spent a lot of time with students lately.

Satya Nadella
CEO, Microsoft

I'll definitely go take a look at this particular program and what caused us to change, as far as overall investment we want to make in both student advocates and also getting technology to students in universities. If I look at Azure credits to Office 365 access, to even having student ambassadors, I think we're absolutely focused on it. Like any company, we may have one too many programs, and then we have to look at it and say, which are the most effective ones or when combined with other programs, they can have more impact. I'll definitely go take a look at Ucrew and make sure that

Reverend Jackson
Shareholder, Microsoft

It's a great campaign and I enjoyed running it while I had the opportunity.

Satya Nadella
CEO, Microsoft

Okay.

Amy Hood
EVP and CFO, Microsoft

Yeah. As a finance and accounting grad, I look forward to saying hello to you after this meeting is over.

Brad Smith
President and Chief Legal Officer, Microsoft

Great. It looks like there's another question for microphone number two.

Reverend Jackson
Shareholder, Microsoft

Yes. Last year I was in a shareholder meeting, as some of you might recall, and I requested for a board position. Then you promised me that you'd give me a meeting, and as I called you, none of you were available, and I was here two, three weeks and never heard back from you. One day I went to the visitor center, and I was trying to get a pass to go to your office to request for a meeting. During that time, somebody called the cops on me. It's not funny. Issued me a warning for trespass, and I'm not allowed on Redmond campus for anything. I'm allowed in the Microsoft Store to spend money, so you must have a hoodlum up there who have called the cops, and I have good intention to throw him out.

Chinese are underrepresented in this country, and if you look at all the management, there's hardly any Chinese on the boards. I think it's time that you should have a Chinese on the board, and also be considered on the management.

Well, thank you. To John, you want to take the first part?

John W. Thompson
Independent Chairman, Microsoft

As I mentioned earlier, we always look to create a diverse slate of candidates every cycle in which we are pursuing a new board member. It's unfortunate that you didn't call me down in Silicon Valley to have the meeting with me as opposed to up here in Redmond, perhaps we can do that this cycle. That being said, I don't think there's any question at all about our intent to have a broad, well-skilled, diverse board. To the extent that we are looking for new candidates, we don't exclude Chinese people or any people of any color from consideration on our board. Perhaps I didn't get the documentation from you as to your interest in joining our board. I do remember last year's meeting, shame on me for not following through.

Reverend Jackson
Shareholder, Microsoft

Well, I think you should, first of all, call the police station and tell them to cancel the trespass warning.

John W. Thompson
Independent Chairman, Microsoft

I'll defer to Brad on that since I don't operate the site here.

Reverend Jackson
Shareholder, Microsoft

All shareholders are allowed on campus to check on the books any day.

Brad Smith
President and Chief Legal Officer, Microsoft

Sure. We appreciate your interest. I also appreciate the question about representation for Chinese Americans. It is not just a board question, it is an employee and management question.

Satya Nadella
CEO, Microsoft

Yeah.

Brad Smith
President and Chief Legal Officer, Microsoft

Satya, I don't know if you want to speak to that a bit.

Satya Nadella
CEO, Microsoft

I mean, in fact, we do have. One of the things that I'm very proud of is a representation at the top of the company that then acts as a role model for everyone. When I look at that, when I look at our own leadership team, there are three women, there are in fact two Chinese Americans who are part of the senior leadership team at Microsoft leading large businesses, in fact, all of Microsoft Research. I feel good about the progress. Is it sufficient? No. In fact, this is something that we'll always continue to make progress on. I feel good about the representation of a diverse set of people in our leadership team.

Reverend Jackson
Shareholder, Microsoft

More.

We take your feedback, and I think that we hear you, and we'll take your feedback.

Brad Smith
President and Chief Legal Officer, Microsoft

Thank you. Let's go over to microphone number one.

Reverend Jackson
Shareholder, Microsoft

Are you going to cancel the trespass warning on me?

Brad Smith
President and Chief Legal Officer, Microsoft

First I'll learn about the trespass warning. I'm not familiar with it. I'll learn what the facts were that led to it and take a full look at it. Thank you.

Reverend Jackson
Shareholder, Microsoft

No, cancel it because I'm a shareholder.

Brad Smith
President and Chief Legal Officer, Microsoft

Actually, we'll learn what happened and take a full and fair look at it. Thank you.

Reverend Jackson
Shareholder, Microsoft

Well, you know what happened.

Brad Smith
President and Chief Legal Officer, Microsoft

I don't know what happened, thank you. Appreciate your question.

Reverend Jackson
Shareholder, Microsoft

Yes, you know.

Brad Smith
President and Chief Legal Officer, Microsoft

Appreciate your feedback.

Reverend Jackson
Shareholder, Microsoft

You're just a hoodlum.

Brad Smith
President and Chief Legal Officer, Microsoft

Okay, over to microphone number one.

Speaker 11

Guten tag. Good day. Meine name is Goodspaceguy. My name is Goodspaceguy. As to the selection of board members, I hope you would give primary emphasis to people who have studied business, who have studied economics, who understand the direction giving powers of profitability so that Microsoft can continue to be one of the leading companies. Business knowledge, economic knowledge, profitability, that's what I want in our board members. I came to the annual meeting because I wanted to walk around and mingle with my fellow owners. It's been very pleasant for me, so I'm very pleased to see my fellow owners here, and it's just a good day for me. Thank you.

Brad Smith
President and Chief Legal Officer, Microsoft

Thank you. Let's see. Should we go over here? Microphone number three.

Reverend Jackson
Shareholder, Microsoft

Yes. I'm excited about Microsoft products. I just bought one of the new Surface Books. Very happy with it. I have some concerns about I need to understand more about what you're doing to ensure privacy and security in the cloud. I want a philosophical answer, not a specific type to my particular applications or appliances.

Satya Nadella
CEO, Microsoft

I can start. Brad, if you want I mean, overall, when we look at the approach to privacy and security, we have four principles that govern everything that we're doing, everything on the device side and everything on the cloud side. The first thing is that all user data is private and in the control of the user. That's one core principle. The second is all data is secure. This is about ensuring security on the wire and then when it's stored. Third, we're transparent about the usage of data because we do have features which are personalization features, and we really want to use the data to add value to that experience. The user is always in control, and we are transparent about that as well.

Lastly, we comply with the laws that govern both data collection and data use, and protect national security. Those are our four core principles that govern everything that we're doing when it comes to Windows and Windows devices or the cloud. I don't know, Brad, if you want to add anything.

Brad Smith
President and Chief Legal Officer, Microsoft

That definitely captures what we've committed to do from really a conceptual or philosophical perspective. We're using those principles to build out everything that we're doing, from the way the products are being designed, to the way data is being accessed and stored, even to where we're constructing data centers around the world, and how we're designing those data centers to operate. In some ways, the biggest step forward over the last year has been to define these principles and then work throughout the company to implement them.

Reverend Jackson
Shareholder, Microsoft

Just a little note here. As a user, I would appreciate if Microsoft could help educate us on how do you get things encrypted from my desktop up to the cloud so I can feel a lot more comfortable that somebody isn't poking in there and getting my data. Just a note for you to take in terms of things that would be very useful, I think, to your consumers, is more education on how to make this safer and more private for me.

Brad Smith
President and Chief Legal Officer, Microsoft

Great.

Reverend Jackson
Shareholder, Microsoft

Thank you.

Satya Nadella
CEO, Microsoft

Thank you.

Brad Smith
President and Chief Legal Officer, Microsoft

We have about five minutes left, why don't we take one more online and then we'll take one in here. There is a question online. How do you ensure shareholder interests are aligned to executive compensation? John?

John W. Thompson
Independent Chairman, Microsoft

We have worked hard over the last year or two to evolve our compensation system for the leadership of Microsoft to have it more aligned with shareholder interests. The plan that we have in place today, roughly 80%-90% of the compensation awarded to a given executive is in fact performance-based, which means as our company's business metrics are delivered or not, it affects or impacts the compensation for the members of our executive team. We think that is very much in line with what our investors or shareholders would like to see, and it has been an enormous change for the company over the last two or three years. Admittedly now, we must also balance that with the whole issue of retention, as well as hiring the right talent.

Finding the right balance between performance-based metrics and the actual retention strategy that we want for the team is a critically important element, and one that the comp committee of the board is very much focused on.

Brad Smith
President and Chief Legal Officer, Microsoft

The last question over here, microphone number 2.

Ashley Knapp
Shareholder, Microsoft

Hi, my name's Ashley Knapp. If I look around this room, I see a lot of gray hair, or as I look at your products and your marketing and advertising, I don't see it. I don't see you looking at ageism as an issue, and I think you have to look at it in your products and your product design. I see a little bit, but not much at all. Are you dealing with ageism besides sexism and racism?

Satya Nadella
CEO, Microsoft

No, I think-

Ashley Knapp
Shareholder, Microsoft

How are you dealing with ageism? Tell me, please.

Satya Nadella
CEO, Microsoft

No, I think it's a very important topic you bring up because, in fact, when I look at diverse-

Ashley Knapp
Shareholder, Microsoft

I want you to hear the applause.

Satya Nadella
CEO, Microsoft

No, it's a very important topic because I think when we want to build products, in fact, even at Microsoft, we have people of all ages working at Microsoft. I want to make sure that we have an inclusive culture for everyone, as opposed to just of one particular demographic or one age group. Quite honestly, when I look at the product design, that universal design sensibilities, what we want to infuse into pretty much everything we do, that's I think the way forward. It's not about sort of let's talk about one population at a time. How do we make sure that products that we build-

Ashley Knapp
Shareholder, Microsoft

We know we're aging. What games do you have that are going for 50+? Do you have any games for 50+ people?

Brad Smith
President and Chief Legal Officer, Microsoft

I don't know. What do you like?

Ashley Knapp
Shareholder, Microsoft

Honestly, do you have any games for 50+ people?

Satya Nadella
CEO, Microsoft

Well, I mean, I'm close to 50 and I like Halo, so.

Ashley Knapp
Shareholder, Microsoft

All right. I'm saying something deliberately. You understand my point, I think.

Satya Nadella
CEO, Microsoft

No.

Ashley Knapp
Shareholder, Microsoft

You're very sweet, but I just want to make my point, and I think all the shareholders agree with me. You've got to appeal to us longer livers. One more point. You guys go in and you make laws. You have lobbyists, you push for laws. When you talk about that you're going to bow to the laws and obey the laws of a nation, be aware that you're in there working to affect those laws of the nation. Mr. Jackson has a point when he speaks to what are you doing in sexism, racism, employment around the world. You help affect that by having lobbyists around the world. Thank you for being here today.

John W. Thompson
Independent Chairman, Microsoft

Thank you.

Satya Nadella
CEO, Microsoft

Thank you very much.

Brad Smith
President and Chief Legal Officer, Microsoft

Well, I want to just close by thanking all of you for being here. I want to thank everybody who's joined us online. Appreciate all the questions and feedback, and I know we look forward to seeing many of you back here a year from now.

Satya Nadella
CEO, Microsoft

Thank you very much.

John W. Thompson
Independent Chairman, Microsoft

Thank you.

Satya Nadella
CEO, Microsoft

Thank you.