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EXHIBIT 99.1
MICROSOFT CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
Financial Statements for the Three
Years Ended June 30, 1994, 1993, and 1992
And Independent Auditors' Report
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INDEPENDENT AUDITORS' REPORT
Plan Administrator
Microsoft Corporation
1991 Employee Stock Purchase Plan
Redmond, Washington
We have audited the accompanying statements of assets available for benefits of
the Microsoft Corporation 1991 Employee Stock Purchase Plan (the Plan) as of
June 30, 1994 and 1993, and the related statements of changes in assets
available for benefits for the years ended June 30, 1994, 1993, and 1992.
These financial statements are the responsibility of the Plan Administrator.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan Administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the assets available for benefits of the Plan as of June 30, 1994 and
1993, and the changes in assets available for benefits for the years ended June
30, 1994, 1993, and 1992, in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
Seattle, Washington
September 16, 1994
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MICROSOFT CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1994 AND 1993
June 30
-------
1994 1993
---- ----
ASSETS:
Cash $492,243 $961,962
-------- --------
ASSETS AVAILABLE FOR BENEFITS $492,243 $961,962
======== ========
See note to financial statements.
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MICROSOFT CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN ASSETS
AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 1994, 1993, AND 1992
Year ended June 30
------------------
1994 1993 1992
---- ---- ----
ASSETS AVAILABLE FOR BENEFITS, beginning
of period $ 961,962 $ 366,638 $ 92,313
----------- ----------- ------------
ADDITIONS:
Employee contributions 38,614,990 34,114,121 23,416,492
DEDUCTIONS:
Cost of shares purchased 39,084,709 33,518,797 23,142,167
----------- ----------- ------------
CHANGES IN ASSETS AVAILABLE FOR
BENEFITS (469,719) 595,324 274,325
----------- ----------- ------------
ASSETS AVAILABLE FOR BENEFITS,
end of period $ 492,243 $ 961,962 $ 366,638
=========== =========== ============
See note to financial statements.
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MICROSOFT CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
NOTE TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1994, 1993, AND 1992
NOTE 1: THE PLAN
The following description of the Microsoft Corporation 1991 Employee Stock
Purchase Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a complete description of the Plan's
provisions.
GENERAL: The Plan Administrator believes the Plan meets the
qualification standards of Section 423 of the Internal Revenue Code of
1986, and is exempt from federal income taxes. The Plan is not
subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
The Plan covers substantially all employees of Microsoft Corporation
(the Company) whose customary employment is greater than 20 hours per
week, and more than five months in any calendar year.
CONTRIBUTIONS: Participants may make contributions to the Plan
through payroll deductions (not exceeding 10% of their compensation)
for the purpose of purchasing the Company's common stock. The Plan
commenced on January 1, 1991, and participants are given the
opportunity to purchase shares on each June 30 and December 31 until
such time as the Plan is terminated (see Termination of the Plan).
The maximum number of shares that will be offered under the Plan is
6,750,000.
OPTIONS GRANTED AND WITHDRAWALS: Participants are granted the option
to purchase shares of Microsoft Corporation common stock from the
Company at 85% of the lesser of the fair market value on the first or
last day of each six-month period ending June 30 or December 31. If
the participant does not exercise the option, the Company refunds the
participant for amounts withheld. The Plan purchased 1,147,508,
1,006,988, and 940,140 shares during the years ended June 30, 1994,
1993, and 1992, respectively. A total of 3,636,422 shares have been
purchased under the Plan since inception with 3,113,578 shares
reserved for future issue.
ASSETS AVAILABLE FOR BENEFITS: Assets available for benefits
represent cash in participant accounts that was less than the amount
necessary to purchase a full share and cash contributed to the Plan
greater than the cost of the maximum number of shares allowed to be
purchased in a six-month period (see Limitations). Participants may
carry over such amounts to the next period.
LIMITATIONS: No employee shall be permitted to subscribe for any
shares under the Plan if such employee owns shares representing 5% or
more of the total combined voting power or value of all classes of
shares of the Company. Additionally, no participant may purchase more
than 2,250 shares of stock during a six-month period, or purchase
shares through the Plan with an aggregate fair market value in excess
of $25,000 in any one calendar year.
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TERMINATION OF THE PLAN: The Plan shall terminate at the earliest of
the following:
o December 31, 1996
o The date of the filing of a statement of intent to dissolve by
the Company or the effective date of a merger or consolidation
(except with a related company) where the Company is not to be
the surviving corporation
o The date the Board acts to terminate the Plan
o The date when all shares reserved under the Plan have been
purchased
In the event of a dissolution, merger, or acquisition, the Company may
permit a participating employee to exercise options to the extent that
employee payroll deductions have accumulated. In the event of
termination, Plan assets will be distributed to the participants.
PLAN ADMINISTRATION: All expenses for administration of the Plan are
paid by the Company, and are not reflected in the accompanying
statements.