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Here’s the entire text of the prepared remarks from Microsoft’s (ticker: MSFT) fiscal Q1 2006 conference call. The Q&A is in a separate article. We recognize that this transcript may contain inaccuracies - if you find any, please post a comment below and we’ll incorporate your corrections. And please note: this conference call transcript is a Seeking Alpha product, so feel free to link to it but reproduction is not permitted without the explicit permission of Seeking Alpha.

TRANSCRIPT SPONSOR
WisdomTree
Executives:

Colleen Healy, Senior Director, IR
Chris Liddell, CFO
Scott Di Valerio, Corporate VP, Finance and Administration, Chief Accounting Officer

Analysts:

Charles Di Bona, Sanford Bernstein, Analyst
Heather Bellini, UBS Warburg, Analyst
Rick Sherlund, Goldman Sachs, Analyst
Mary Meeker, Morgan Stanley, Analyst
Steve Mahedy, Banc of America Securities, Analyst
Drew Brosseau, SG Cowen, Analyst
Chris Kwak, SIG, Analyst
Laura Lederman, William Blair, Analyst
Tom Berquist, Citigroup, Analyst

[Colleen Healy, Senior Director, IR]

Thank you. Good afternoon, everyone, and thank you for joining us today. This afternoon, I am joined by Chris Liddell, Senior Vice President and Chief Financial Officer; Scott Di Valerio, Corporate Vice President, Finance and Administration and Chief Accounting Officer; and John Seethoff, Deputy General Counsel.

Today's call will start with Chris providing some key takeaways for the first quarter of fiscal year 2006 and an overview of expectations for the rest of the fiscal year. Scott will then provide detail around our first quarter results, and then turn it back to Chris for a more detailed discussion of our guidance for the second quarter and full fiscal year. After that, we will take your questions.

We filed our 10-Q today in conjunction with our earnings release. Therefore, you have available the earnings release, MD&A, financial statements and footnotes. We have also posted our quarterly financial summary slide deck, which is intended to follow the flow of our prepared remarks in order to assist you. The slide deck offers highlights from the quarter, outlines our guidance and provides a reconciliation of differences between GAAP and non-GAAP financial measures that we will talk about today. Slide numbers are posted on the bottom right of each slide, and we may refer to certain slides throughout the presentation for your convenience. You can find the earnings release, the 10-Q and the quarterly financial summary slide deck on the investor relations website at www.microsoft.com/msft.

Standard Disclaimer Omitted.

With that, please flip to slide number four, where Chris's comments will begin Chris.

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[Chris Liddell, Chief Financial Officer]

Thanks Colleen and good afternoon everyone. It's good to have you joining us on today's call. I'm going to begin by highlighting the key points from last quarter's performance and taking a look at the rest of the fiscal year '06.

First, we had a good quarter and a good start to the year, with strong execution and results that were in line with the guidance that we gave you in July.

Second, we enjoyed healthy demand in our core platform software businesses including strong OEM volumes for Client and continued outstanding demand, resulting in another quarter of double-digit revenue growth from our Server and Tools group. We saw impressive results for SQL server, which grew more than 15% in the quarter before its next-generation launch, and we're delighted that the value proposition for SQL continues to result in such strong product demand.

Third, even with the continued investments we are making to launch our new product cycle and acquire technology and talent; we grew operating income faster than revenue for the quarter.

Fourth, we're excited about the number of activities and announcements during the first quarter that demonstrate our business momentum. For example, our product groups were busy, and we made several important product announcements. We launched Beta 1 Windows Vista this quarter, and had an excellent and well-attended Professional Developers Conference where we released a community technology preview of Windows Vista and unveiled some of the compelling innovation that will come with Office 12. We released System Center Data Protection Manager 2006, which is targeted to customers who want additional data protection.

And lastly, we announced general availability for Microsoft Office Small Business Accounting and Small Business Management.

From business organization standpoint, we were pleased to announce during the quarter the realignment of the Company under three newly formed divisions, in order to drive greater agility in the execution of our software and services strategy. We are also very happy to welcome Kevin Turner on board as our new COO.

We also completed three acquisitions during the quarter. Required Teleo for its innovative VoIP technology. Front bridge was acquired to expand our messaging and collaboration offerings to include fully managed services on multiple e-mail platforms. And we also acquired Alacris, a global provider of certificate management and identity assurance software products.

Lastly, we had great momentum during the quarter on our stock repurchase plan. We have repurchased over $11 billion of Microsoft stock on a cumulative basis, just five quarters into our announced plan.

So we're off to a good start to fiscal 2006. Let me make a few key points about how the rest of the fiscal year is shaping up.

First, we continue to see fiscal year 2006 as an excellent year, kicking off our next product cycle. We expect double-digit revenue growth for the year, driven by our core platform software businesses and by H&E, with the launch of Xbox 360.

Second, we continue to invest in the businesses. As a reminder, in fiscal 2006, we will be making investments to launch Xbox 360, SQL Server 2005 and Visual Studio 2005. We will also be investing ahead of the launch of Windows Vista, Office 12 and Exchange 12, planned for the second half of calendar 2006. And as we indicated in our financial analysts meeting, we continue to focus on both software and services and will make appropriate investments to deliver new services to our customers.

With that, I would like to turn the call over to Scott for more details on the quarter, and then I will come back later and provide you with more details on the rest of the fiscal year.

[Scott Di Valerio, Corporate VP, Finance and Administration, Chief Accounting Officer]

Thanks, Chris. Good afternoon, everyone. As Chris mentioned, fiscal 2006 is off to a good start for Microsoft. During the quarter, we achieved revenue growth of 6%, which was in line with our expectations entering the quarter. We grew operating income faster than revenue while continuing to make investments necessary to deliver on our strong product pipeline. We delivered strong earnings growth, with earnings per share at the high end of our guidance, excluding settlement charges. And lastly, we returned over 90% of our cash flow from operations to shareholders in the form of stock repurchases and dividends.

In order to get a clear picture of our quarterly performance, I will highlight topline financial business and momentum points, followed by revenue performance for each of the business units. Then, I will wrap up with an overview of operating performance, as well as the balance sheet and cash flow information.

All growth comparisons I mentioned relate to the comparable quarters of last year unless otherwise specified. Total revenue for the quarter was in line with our guidance and over $9.7 billion, representing topline growth of 6%. Operating income was $4 billion, including a settlement charge of $361 million related to RealNetworks. Earnings per share was $0.29, including $0.02 of settlement charges.

Strength in SQL licensing as well as PC and server hardware shipments resulted in Server and Tools growth of 13% and Client growth of 7%, driving our overall revenue growth for the quarter. Add in a good quarter by Information Worker, and our three largest businesses grew revenue by a combined 8%, representing over 600 million in absolute revenue growth.

We were also pleased with the strong results posted by Microsoft Business Solutions and Mobile and Embedded Devices. The IT spending environment was largely in line with our expectations, a clear highlight being continued strength in PC and server hardware market growth. Demand was generally healthy across all customer segments, and from a retail perspective, emerging markets were noticeably stronger than mature markets.

Our estimate of PC growth during the quarter of 15% to 17% was actually quite a bit stronger than we have expected. A very strong back-to-school sales season resulted in consumer PC shipment growth outpacing business shipments for the second consecutive quarter. From a form factor perspective, growth in notebook PC shipments continues to outpace desktops, while PC unit demand was broad-based regionally, with double-digit growth rates in all geographies except for Japan. Emerging market growth rates continue to significantly outpace mature markets.

Our mix of product billings for the quarter was consistent year-over-year, with roughly 35% from OEMs, 25% from multiyear licensing agreements, 15% from license-only sales and the balance from our other businesses. We had good results overall from a licensing perspective, with the strongest growth in enterprise agreements, where our renewal experience remains within our historical range of 66% to 75%, with no significant changes in the rate of discounting. Open L-only product billings were also strong. New select and open annuity agreement growth remains healthy, and renewal rates are in line with historical trends.

Our unearned revenue balance ended the quarter where we had expected, at $8.8 billion. This represents a $361 million seasonal sequential decrease from Q4, but a 13% increase from the prior year. The multiyear licensing component of unearned revenue decreased by $237 million sequentially, which is consistent with expected billing seasonality for the business. Other unearned revenue decreased $102 million, driven primarily by decreases in services.

Our contracted not billed balance at the end of September was up sequentially and now exceeds $8.5 billion. As mentioned earlier, we had a strong new and renewal enterprise agreement billings during the quarter. The value of the second and third year of those agreements is included in the contracted not billed balance, and exceeded the amount of re-occurring billings from contracts signed in prior periods which flowed to the balance sheet.

Before I get into revenue details for each business group, I would like to point out the revenue uplift from foreign exchange rates was about $90 million for the quarter or 1 percentage point of our 6 percentage point revenue growth.

Now, let's move onto a discussion of revenue by business segment. Client revenue grew 7% on the strength of PC unit growth of 15% to 17%. Since roughly 80% of Client sales are earned through the OEM channel, it is important to capture the market unit growth. Our OEM license units growth of 18% is a good indicator that we were successful. The OEM license growth of 18% translated into client OEM revenue growth of 13%, primarily due to the combined impact of two factors, both of which negatively impacted our OEM pricing mix first, the shift in channel mix toward larger OEMs with volume pricing and second, the relative strength of the consumer segment in the PC market.

Consistent with the shift in channel mix, we saw a change in the sales mix of our premium edition operating systems license to OEMs. While OEM premium mix was flat year-over-year at 50%, a larger percentage of premium edition sales were made to consumers purchasing Windows Media Center, which carries a lower-priced premium relative to Windows professional. All in all, we are very pleased to see significant market traction and growth for the Windows Media Center.

During the quarter, commercial and retail licensing of Windows operating systems declined by 19%, as customers choose to upgrade their PC operating systems through the OEM channel when they replace their PCs versus the purchase of a volume licensing agreement. I should also remind you that we had a relatively strong retail sales in the first quarter last year, in conjunction with the release of Windows XP SP2, which negatively impacted the year-over-year growth comparisons.

Server and Tools continued to deliver double-digit revenue growth for the Company. Revenue for the quarter was $2.5 billion, a 13% increase over the prior year. Robust growth in the database market segment and share gains in the enterprise resulted in SQL Server revenue growth of over 15%. This is an impressive result in front of the SQL Server 2005 launch next month. Strong server hardware shipments drove double-digit revenue growth for Windows Server, as well. And our Enterprise Services business also continued to show solid progress, with revenue growth of 18%.

Information Worker revenue was at the high end of our expectations, growing 4% to $2.7 billion. Customer demand for Office 2003 remained healthy, with revenue growth during the quarter driven particularly, by particularly strong back-to-school sales in the retail channel. We also saw continued growth in category application sales, which exceeded our expectations for the quarter.

MBS revenue was $181 million, up 16% from the prior year on strong performance in ERP and CRM software revenue, partially offset by expected declines in services revenue. On the strength of 21% license revenue growth, software revenue was up 18%, faster than the overall business applications market segment in the quarter. Also during the quarter, we announced Microsoft Dynamics, the new brand for our ERP and CRM solutions.

MSN revenue grew 1% during the quarter, driven by growth in advertising revenue of 20%, offset by a decline in narrowband access revenue of 30%, as we expected. We were pleased with the growth on our display advertising revenue, which is largely in line with market growth for this category. However, our search advertising revenue has not been as strong as we would like. We are continuing to work on our Ad Center, our end-to-end advertising platform. And this quarter we launched our paid search solution in France and Singapore, as well as testing the technology in the United States. We expect this work to result in improvements over time in our search advertising revenue.

MSN continues to be focused on innovating and bringing rich and compelling Internet experiences to our customers. We continue to work on search algorithmic, desktop and local. We are innovating our communication assets in Hotmail, Messenger and Spaces. We are pleased with the growth in our overall user base, and believe this is a testament to the breadth and depth of our offerings.

Mobile and Embedded Device revenue for the quarter grew by over 50% on broad strength across the Windows Mobile and Windows Embedded product lines, as we continue to capitalize on the growing market demand for connected devices. Windows Mobile licenses for phone-enabled pocket PCs and smart phones grew in excess of 130% from the prior year. Leading indicators for our Windows Mobile 5.0 product are very positive, with recent device announcements such as the Q from Motorola, the Windows mobile-based Treo from Palm and the PPC-6700 from Sprint PCS. Windows Embedded product growth of 57% was driven by increasing use of Windows CE in a wide range of cost-sensitive devices and broader worldwide channel product support.

We'd expected Home and Entertainment revenue to decline this quarter in front of the Xbox 360 launch. However, it was little softer than expected, primarily due to delays in third-party title launches, as well as slightly lower than expected console sales. Our primary focus remains on the successful launch of the Xbox 360 on November 22nd in North America, December 2nd in Europe and December 12th in Japan. This is the first worldwide console launch in industry history. Also as part of our strategy for success in Japan, we announced that over 40 elite Japanese game publishers will join the top publishers from around the world in supporting the Xbox 360.

We also continue to see strong progress and momentum in our Microsoft TV business. We've hit several important milestones, including the commercial launch in September of Verizon's FiOS TV service, the release of version 1.0 of Microsoft TV IPTV Edition software and the commercial availability of the first set-top boxes and system-on-chip silicon design supporting Microsoft TV IPTV Edition.

Now, for the rest of the income statement and balance sheet. While revenue increased 6%, cost of revenue decreased about 11%. This decrease was mainly due to lower Xbox console volumes and product costs, as well as reduction in headcount expenses, including stock-based compensation expense. The remainder of operating expenses increased about $330 million or 9% excluding settlement charges.

As we discussed last quarter and at the financial analysts meeting, we will continue to invest aggressively in our businesses to satisfy customers and to compete and win in the marketplace. Investment this quarter was focused on the following areas strong levels of hiring and investment in R&D, focused on new product development, examples of which include Windows Vista, Office 12, Longhorn Server, Exchange 12, MSN Ad Center and Communication Services and our upcoming Dynamics product releases.

Global advertising focused on primarily on our Client and Information Worker businesses, as well as overall corporate branding, and increased hiring for field sales and marketing positions in support of future revenue growth, specifically in our enterprise and small and medium business sales forces, as well as our Information Worker specialists. Even with these investments and excluding settlement charges, we grew operating income faster than revenue for the quarter and achieved an operating income margin of 45%. We firmly believe that today's investment in product R&D and sales and marketing continues to lay the foundation for future revenue and profit growth.

Investment income and other totaled $506 million, including $26 million in net gains on investments and $86 million in net gains on derivatives, primarily related to gains on equity derivatives and commodity derivatives.

Our effective tax rate for the quarter was 31%, lower than expected and less than prior year, due primarily to an increase in earnings taxed at lower rates and foreign jurisdictions.

Now, for a brief summary of the cash-flow statement and balance sheet. We generated over $4.3 billion in cash from operations, up 8% from the prior year, and returned about $4 billion of that cash to shareholders in the form of stock re-purchases and dividends. Reflecting our continued optimism about our future growth prospects, we re-purchased more than 110 million shares for just over $3 billion during the quarter, which contributed to a 1% decline in our diluted shares outstanding to 10.8 billion shares. Cash and equivalents and short-term investments were sequentially, up sequentially from the fourth quarter and now exceed $40 billion.

So, in summary, 6% revenue growth for the quarter, representing over $550 million in incremental revenue versus the prior year, continued investment to fuel revenue and profit growth in the future, operating income growth in excess of revenue growth, earnings per share at the high end of our expectations when you exclude settlement charges, the development of key products and related launches are on track and strong execution against our stock buyback plans overall, a good start to fiscal 2006.

With that, let me turn it back to Chris, who will provide you with our expectations for the second quarter and for the rest of the fiscal year Chris.

[Chris Liddell, Chief Financial Officer]

Thanks, Scott. I'm going to spend my remaining time on the call giving you a view of what we see coming in the second quarter, as well as for the full fiscal year. Before we get into specific guidance, let me outline some of our key assumptions around the economy and general demand in the industry. The overall IT spending environment continues to look healthy from our perspective, and we feel good about our ability to participate in the opportunities created in the marketplace. Our estimate of unit growth in the PC market for the second quarter is 10% to 12%. As a result of higher-than-expected growth in the first quarter, we are raising our full fiscal year estimate to 9% to 11%.

Our expectations for growth in the total server hardware market remain unchanged, at 11% to 13% for the full fiscal year. From a foreign exchange standpoint, we are assuming the FX rates will not have a major impact on a year-over-year growth.

But now, for some detailed guidance. For the full year, we're reiterating the guidance that we gave you in July, as we continue to expect revenue to come in between $43.7 and $44.5 billion, representing growth of 10% to 12%. Again, this is driven in large part by our core platform software businesses, as well as H&E with the launch of Xbox 360. For the second quarter, we expect revenue of $11.9 to $12 billion, representing growth of 10% to 11%.

Before I give you revenue guidance for each business, I want to let you know that fiscal year 2005 business group revenue amounts have been re-stated to certain internal re-organizations. The stated percentage growth in the guidance reflects revised amounts for the last fiscal year. You can find those numbers on slide 27 of the appendix to the slide deck that accompanies this earnings release, as well as on our investor relations website.

So, revenue by business group is as follows. For Client, we expect revenue growth to be 6% to 7% for the full fiscal year and 8% to 9% for the second quarter. We expect OEM units to grow roughly in line with the market, and we're forecasting a small decline in the commercial and retail licensing portion of the business.

As we approach the Windows Vista launch, we think the customers will see a more compelling value proposition from our multiyear licenses, which should help the commercial business for Client. Also helping are the new benefits and enhancements to our software assurance offering that will be implemented in the second half of the year, including Windows Vista Enterprise Edition and Windows Fundamentals for Legacy PCs.

In Server and Tools, we're expecting revenue growth of 11% to 13% for the full fiscal year and 9% to 10% for the second quarter. The guidance contemplates a slight slowdown in SQL sales early in the second quarter, just before launch, when we expect this product to be well-received and to drive additional growth in the second half of the year. We're seeing strength in this business and expect it to remain strong throughout the year.

Information Worker revenue should grow 5% to 6% for the full fiscal year and 6% to 7% for the second quarter. Although it's relatively late in the Office 2003 lifecycle, we are continuing to see strong demand for the product in the marketplace. We are also projecting accelerated growth in our category products in this business. We began this quarter making some investments in additional field sales headcount and expect them to pay off later this year.

For Microsoft Business Solutions, we expect revenue growth to be 11% to 13% for the full fiscal year and for the second quarter. We're looking forward to the launch of Dynamics GP 9.0 in the second quarter, Dynamics CRM 3.0 and Dynamics AX 4.0 later this fiscal year.

For MSN, we're expecting revenue to be flat or to grow up to 2% for the full fiscal year and to be flat for the second quarter. Keep in mind that the overall growth rate for this business is muted by the expected decrease in revenue for narrowband Internet access, as subscribers move to broadband. Overall, MSN's advertising revenue should grow 15% to 20% for the full fiscal year, driven by display advertising, which remains healthy and in line with industry growth rates. Search advertising growth is tempered by lower-than-expected search monetization. We are pleased to have begun testing our own paid search solution in the United States after a successful launch in France and Singapore.

Mobile and Embedded Devices should grow to approximately $330 million for the year and to just under $90 million for the second quarter. The Mobile device market remains strong, and we believe we are making the right investments to grow this business in that market. There are a number of exciting announcements this quarter regarding the inclusion of Windows Mobile 5.0 software in devices such as the Motorola Q and the Windows Mobile-based Treo from Palm. These devices should hit the market in the early part of calendar year 2006.

With the launch of Xbox 360 in November, Home and Entertainment revenue is expected to grow in excess of 50% for the year, consistent with prior guidance, and between 26% and 32% for the second quarter. This clearly tremendous momentum behind the platform with growing customer demand, strong third-party publisher's port with over 200 games currently in development and positive reviews from industry press and analysts.

We're poised for a very successful worldwide launch. When assessing our H&E guidance for both the second quarter and the year, it's important to keep in mind the following with respect to the Xbox business.

First, we're taking a different approach to launching the Xbox 360 than has been traditionally followed in the industry. Whereas others have shipped significant volumes for launch and then re-supplied many weeks or months later, our process is to continually supply the channel on a regular basis. We believe this is the better approach because it provides predictability to retailers and consumers around product availability.

Second, consumer demand for the Xbox 360 will exceed supply at launch, as you would expect for a great product with strong pent-up demand. Nevertheless, we are on track to our manufacturing plans, with enough volume to support a worldwide launch, and we expect to meet demand sometime in the second half of our fiscal year. As a result, our forecast is to ship between 4.5 and 5.5 million Xbox 360 consoles in fiscal 2006. We will be sharing more information on projected 360 console shipments as we get closer to launch.

Lastly, in comparing to the second quarter of the prior year, remember that we launched the extremely successful first-party title Halo 2, which generated over $300 million in revenue in the quarter. We are also reiterating the operating income guidance that we gave you in July and expect operating income to be between $17.9 and $18.4 billion. Excluding the settlement charge with RealNetworks, operating income should be between $18.3 and $18.8 billion, representing growth of 10% to 13%.

For the quarter, we expect operating income to be between $4.6 billion and $4.7 billion, representing a 1% to 3% decline. The year-over-year decline in operating income from Q2 is really driven by three primary factors. First, Xbox 360 console margins at launch will be subsidized. We expect to be gross margin neutral over the life of the console, and as customers buy more games, our profitability picture will improve. We have significant launch costs in Q2 for 360, SQL Server 2005 and Visual Studio 2005. This will drive expenses up year-over-year. And lastly, we are making a concerted effort to even out our spending on a more balanced basis throughout the year. As you will notice, this leads to a strong performance in the second half of the fiscal year.

With diluted earnings per share, we are tightening the range that we gave you in July by raising the low end of that by $0.01. The range is $1.26 to $1.30 for the full fiscal year, which includes the RealNetworks settlement charge of $0.02. We expect earnings per share of $0.32 or $0.33 for the second quarter and expect to have an effective tax rate of 31% for the year.

On the balance sheet, we're still expecting unearned revenue just to follow normal seasonal patterns and to finish the year up 8% to 10%. Our overall outlook on the contract but not billed balance is unchanged from the guidance we gave you last quarter.

So, in closing, I would like to take the opportunity to put more context around the bigger picture of how we intend to drive shareholder value. It starts with revenue growth through our innovation. As we've said in the past, and as I would like to reiterate today, as we execute successfully on our product pipeline and the opportunities we have in front of us, we expect accelerated revenue growth beyond fiscal year '06.

We are also announcing today an accelerated plan to complete our $30 billion stock repurchase plan by no later than December 2006. This means that we plan to buy back the remaining 19 billion of stock over the next five quarters. This acceleration, combined with our buyback activity over the last few quarters, and the ability we have to continue to reduce diluted shares outstanding well into the future, shows our confidence in the business and adds up to a great opportunity for Microsoft to deliver earnings per share growth over the next few years. When combined with our recurring dividend yield, we believe this forms the basis for shareholder return for Microsoft shareholders.

With those comments, I would like to hand the call back to Colleen so we can take some of your questions.

[Colleen Healy, Senior Director, IR]

Thanks Chris let's now proceed the questions. We want to accommodate questions from as many people as possible, so please avoid multipart questions and limit yourself to just one question. Operator, will you please repeat your instructions thank you.

Proceed to the Q&A.

TRANSCRIPT SPONSOR

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The WisdomTree LargeCap Dividend Fund seeks investment results that closely correspond to the price and yield performance, before fees and expenses, of the WisdomTree LargeCap Dividend Index, a fundamentally weighted index that measures the performance of the large-capitalization segment of the U.S. dividend-paying market. Learn about the top components in the WisdomTree LargeCap Index and see the results of backtesting for the index. Contact WisdomTree for more info.

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