Form 8-K

8-K — MICROSOFT CORP

Accession: 0001193125-26-191457

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000789019

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — msft-20260429.htm (Primary)

EX-99.1 (msft-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: msft-20260429.htm · Sequence: 1

8-K

0000789019false0000789019msft:NotesThreePointOneTwoFivePercentDueDecemberSixTwentyTwentyEightMember2026-04-292026-04-290000789019us-gaap:CommonStockMember2026-04-292026-04-290000789019msft:NotesTwoPointSixTwoFivePercentDueMayTwoTwentyThirtyThreeMember2026-04-292026-04-2900007890192026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 29, 2026

Microsoft Corporation

Washington

001-37845

91-1144442

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Microsoft Way, Redmond, Washington 98052-6399

(425) 882-8080

www.microsoft.com/investor

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common stock, $0.00000625 par value per share

MSFT

Nasdaq

3.125% Notes due 2028

MSFT

Nasdaq

2.625% Notes due 2033

MSFT

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.

Results of Operations and Financial Condition

On April 29, 2026, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits:

99.1

Press release, dated April 29, 2026, issued by Microsoft Corporation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MICROSOFT CORPORATION

Date: April 29, 2026

/s/ ALICE L. JOLLA

Alice L. Jolla

Corporate Vice President and

Chief Accounting Officer

EX-99.1

Filename: msft-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Microsoft Cloud and AI Strength Fuels Third Quarter Results

REDMOND, Wash. — April 29, 2026 — Microsoft Corp. today announced the following results for the quarter ended March 31, 2026, as compared to the corresponding period of last fiscal year:

•

Revenue was $82.9 billion and increased 18% (up 15% in constant currency)

•

Operating income was $38.4 billion and increased 20% (up 16% in constant currency)

•

Net income was $31.8 billion and increased 23% on a GAAP basis, and increased 20% (up 18% in constant currency) on a non-GAAP basis

•

Diluted earnings per share was $4.27 and increased 23% on a GAAP basis, and increased 21% (up 18% in constant currency) on a non-GAAP basis

•

Non-GAAP results exclude the impact from investments in OpenAI, explained in the Non-GAAP Definition section below

“We are focused on delivering cloud and AI infrastructure and solutions that empower every business to eval-max their outcomes in the agentic computing era,” said Satya Nadella, chairman and chief executive officer of Microsoft. “Our AI business surpassed an annual revenue run rate of $37 billion, up 123% year-over-year.”

“We delivered results that exceeded expectations across revenue, operating income, and earnings per share, reflecting strong execution and growing demand for the Microsoft Cloud,” said Amy Hood, executive vice president and chief financial officer of Microsoft.

The following table reconciles our financial results reported in accordance with generally accepted accounting principles (GAAP) to non-GAAP financial results. Additional information regarding our non-GAAP definition is provided below. All growth comparisons relate to the corresponding period in the last fiscal year.

Three Months Ended March 31,

2026

2025

Percentage Change Y/Y

($ in millions, except per share amounts)

As Reported (GAAP)

Adjustment*

As Adjusted (non-GAAP)

As Reported (GAAP)

Adjustment*

As Adjusted (non-GAAP)

GAAP

Constant Currency

Non-GAAP

Non-GAAP Constant Currency

Net

Income

$31,778

$14

$31,792

$25,824

$583

$26,407

23%

20%

18%

Diluted Earnings

per Share

$4.27

$0.00

$4.27

$3.46

$0.08

$3.54

23%

21%

18%

*Adjustment is the impact from investments in OpenAI

Business Highlights

Microsoft Cloud revenue was $54.5 billion and increased 29% (up 25% in constant currency), and commercial remaining performance obligation increased 99% to $627 billion.

Revenue in Productivity and Business Processes was $35.0 billion and increased 17% (up 13% in constant currency), with the following business highlights:

•

Microsoft 365 Commercial cloud revenue increased 19% (up 15% in constant currency)

•

Microsoft 365 Consumer cloud revenue increased 33% (up 29% in constant currency)

•

LinkedIn revenue increased 12% (up 9% in constant currency)

•

Dynamics 365 revenue increased 22% (up 17% in constant currency)

Revenue in Intelligent Cloud was $34.7 billion and increased 30% (up 28% in constant currency), with the following business highlights:

•

Azure and other cloud services revenue increased 40% (up 39% in constant currency)

Revenue in More Personal Computing was $13.2 billion and decreased 1% (down 3% in constant currency), with the following business highlights:

•

Windows OEM and Devices revenue decreased 2% (down 3% in constant currency)

•

Xbox content and services revenue decreased 5% (down 7% in constant currency)

•

Search advertising revenue excluding traffic acquisition costs increased 12% (up 9% in constant currency)

Microsoft returned $10.2 billion to shareholders in the form of dividends and share repurchases in the third quarter of fiscal year 2026.

Business Outlook

Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Quarterly Highlights, Product Releases, and Customer Stories

Every quarter Microsoft delivers hundreds of products, services, and enhancements. These releases are driven by years of significant research and development investments, to empower customers with greater productivity, security, and differentiated value.

This momentum is reflected in stories that showcase how our technology is shaping industries and driving customer success. We share innovation updates on our product blogs across Azure, Microsoft 365, and more on our Official Microsoft blog.

Webcast Details

Satya Nadella, chairman and chief executive officer, Amy Hood, executive vice president and chief financial officer, Alice Jolla, chief accounting officer, Brian DeFoe, deputy general counsel and corporate secretary, and Jonathan Neilson, vice president of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. Participants can also dial into the conference call at (877) 407-0666 or +1 (201) 689-8023 for international, no password required. The webcast will be available for replay through the close of business on April 29, 2027.

Non-GAAP Definition

Impact from investments in OpenAI. In the third quarter of fiscal year 2026, net losses from investments in OpenAI resulted in a decrease in net income of $14 million and had minimal impact on earnings per share. In the third quarter of fiscal year 2025, net income and diluted earnings per share were impacted by net losses from investments in OpenAI, which resulted in a decrease in net income and diluted earnings per share of $583 million and $0.08, respectively.

Microsoft has provided non-GAAP financial measures related to the impact from investments in OpenAI to aid investors in better understanding our performance. Microsoft believes these non-GAAP measures assist investors by providing additional insight into its operational performance and help clarify trends affecting its business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Constant Currency

Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Financial Performance Constant Currency Reconciliation

Three Months Ended March 31,

2026

2025

Percentage Change Y/Y

($ in millions, except per share amounts)

As Reported (GAAP)

As Adjusted (non-GAAP)

As Reported (GAAP)

As Adjusted (non-GAAP)

GAAP

Non-GAAP

Constant Currency Impact

Constant Currency

Non-GAAP Constant Currency

Revenue

$82,886

$70,066

18%

$2,067

15%

Operating

Income

$38,398

$32,000

20%

$1,300

16%

Net Income

$31,778

$31,792

$25,824

$26,407

23%

20%

$740

20%

18%

Diluted Earnings per Share

$4.27

$3.46

$3.54

23%

21%

$0.10

21%

18%

Segment Revenue Constant Currency Reconciliation

Three Months Ended March 31,

2026

2025

Percentage Change Y/Y

($ in millions)

As Reported (GAAP)

GAAP

Constant Currency Impact

Constant Currency

Productivity and Business Processes

$35,013

$29,944

17%

$1,325

13%

Intelligent Cloud

$34,681

$26,751

30%

$506

28%

More Personal Computing

$13,192

$13,371

(1)%

$235

(3)%

Selected Product and Service Information Constant Currency Reconciliation

Three Months Ended March 31, 2026

Percentage Change Y/Y (GAAP)

Constant Currency Impact

Percentage Change Y/Y Constant Currency

Microsoft Cloud revenue

29%

(4)%

25%

Commercial remaining performance obligation

99%

Microsoft 365 Commercial cloud revenue

19%

(4)%

15%

Microsoft 365 Consumer cloud revenue

33%

(4)%

29%

LinkedIn revenue

12%

(3)%

Dynamics 365 revenue

22%

(5)%

17%

Azure and other cloud services revenue

40%

(1)%

39%

Windows OEM and Devices revenue

(2)%

(1)%

(3)%

Xbox content and services revenue

(5)%

(2)%

(7)%

Search advertising revenue excluding traffic acquisition costs

12%

(3)%

About Microsoft

Microsoft (Nasdaq “MSFT” @microsoft) creates platforms and tools powered by AI to deliver innovative solutions that meet the evolving needs of our customers. The technology company is committed to making AI available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

•

intense competition in all of our markets that could adversely affect our results of operations;

•

focus on cloud-based and AI services presenting execution and competitive risks;

•

significant investments in products and services that may not achieve expected returns;

•

acquisitions, joint ventures, and strategic alliances that could have an adverse effect on our business;

•

cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;

•

disclosure and misuse of personal data that could cause liability and harm to our reputation;

•

the possibility that we may not be able to protect information in our products and services from use by others;

•

abuse of our advertising, professional, marketplace, or gaming platforms that may harm our reputation or user engagement;

•

products and services, how they are used by customers, and how third-party products and services interact with them, presenting security, privacy, and execution risks;

•

issues about the use of AI in our offerings that may result in reputational or competitive harm, or liability;

•

excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;

•

supply or quality problems;

•

potential consequences of new, existing, and evolving legal and regulatory requirements;

•

claims against us that could result in adverse outcomes in legal disputes;

•

uncertainties relating to our business with government customers;

•

additional tax liabilities;

•

an inability to protect and utilize our intellectual property may harm our business and operating results;

•

claims that Microsoft has infringed the intellectual property rights of others;

•

damage to our reputation or our brands that may harm our business and results of operations;

•

adverse economic or market conditions that could harm our business;

•

catastrophic events or geopolitical conditions, such as the COVID-19 pandemic, that could disrupt our business;

•

exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange; and

•

the dependence of our business on our ability to attract and retain talented employees.

For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

All information in this release is as of March 31, 2026. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

For more information, press only:

Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, rrt@we-worldwide.com

For more information, financial analysts and investors only:

Jonathan Neilson, Vice President, Investor Relations, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.

MICROSOFT CORPORATION

INCOME STATEMENTS

(In millions, except per share amounts) (Unaudited)

Three Months Ended

March 31,

Nine Months Ended

March 31,

2026

2025

2026

2025

Revenue:

Product

$15,089

$15,319

$47,462

$46,810

Service and other

67,797

54,747

194,370

158,473

Total revenue

82,886

70,066

241,832

205,283

Cost of revenue:

Product

2,733

3,037

9,160

10,187

Service and other

24,095

18,882

67,689

53,630

Total cost of revenue

26,828

21,919

76,849

63,817

Gross margin

56,058

48,147

164,983

141,466

Research and development

8,915

8,198

25,565

23,659

Sales and marketing

6,814

6,212

19,115

18,369

General and administrative

1,931

1,737

5,669

5,233

Operating income

38,398

32,000

114,634

94,205

Other income (expense), net

942

(623)

7,253

(3,194)

Income before income taxes

39,340

31,377

121,887

91,011

Provision for income taxes

7,562

5,553

23,904

16,412

Net income

$31,778

$25,824

$97,983

$74,599

Earnings per share:

Basic

$4.28

$3.47

$13.19

$10.03

Diluted

$4.27

$3.46

$13.14

$9.99

Weighted average shares outstanding:

Basic

7,426

7,434

7,430

7,434

Diluted

7,445

7,461

7,457

7,466

COMPREHENSIVE INCOME STATEMENTS

(In millions) (Unaudited)

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Net income

$31,778

$25,824

$97,983

$74,599

Other comprehensive income (loss), net of tax:

Net change related to derivatives

(20)

(6)

Net change related to investments

(239)

450

287

1,130

Translation adjustments and other

(287)

353

(162)

(377)

Other comprehensive income (loss)

(526)

783

119

757

Comprehensive income

$31,252

$26,607

$98,102

$75,356

BALANCE SHEETS

(In millions) (Unaudited)

March 31,

2026

June 30,

2025

Assets

Current assets:

Cash and cash equivalents

$32,105

$30,242

Short-term investments

46,167

64,323

Total cash, cash equivalents, and short-term investments

78,272

94,565

Accounts receivable, net of allowance for doubtful accounts of $794 and $944

60,041

69,905

Inventories

1,219

938

Other current assets

35,797

25,723

Total current assets

175,329

191,131

Property and equipment, net of accumulated depreciation of $111,723 and $93,653

283,228

204,966

Operating lease right-of-use assets

24,403

24,823

Equity and other investments

33,683

15,405

Goodwill

119,661

119,509

Intangible assets, net

19,325

22,604

Other long-term assets

38,599

40,565

Total assets

$694,228

$619,003

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$37,513

$27,724

Current portion of long-term debt

8,839

2,999

Accrued compensation

11,270

13,709

Short-term income taxes

3,563

7,211

Short-term unearned revenue

50,924

64,555

Other current liabilities

24,552

25,020

Total current liabilities

136,661

141,218

Long-term debt

31,423

40,152

Long-term income taxes

27,941

25,986

Long-term unearned revenue

2,753

2,710

Deferred income taxes

2,899

2,835

Operating lease liabilities

16,703

17,437

Other long-term liabilities

61,481

45,186

Total liabilities

279,861

275,524

Commitments and contingencies

Stockholders' equity:

Common stock and paid-in capital - shares authorized 24,000; outstanding 7,429 and 7,434

115,069

109,095

Retained earnings

302,526

237,731

Accumulated other comprehensive loss

(3,228)

(3,347)

Total stockholders' equity

414,367

343,479

Total liabilities and stockholders' equity

$694,228

$619,003

CASH FLOWS STATEMENTS

(In millions) (Unaudited)

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Operations

Net income

$31,778

$25,824

$97,983

$74,599

Adjustments to reconcile net income to net cash from operations:

Depreciation, amortization, and other

10,167

7,734

27,512

20,116

Stock-based compensation expense

3,081

2,980

9,283

8,901

Net recognized losses (gains) on investments and derivatives

(1,280)

708

(7,304)

3,387

Deferred income taxes

2,602

(2,244)

9,539

(4,835)

Changes in operating assets and liabilities:

Accounts receivable

(4,707)

(2,461)

8,347

5,598

Inventories

(161)

(283)

390

Other current assets

758

1,076

215

642

Other long-term assets

(932)

(518)

(2,614)

(3,368)

Accounts payable

2,320

1,179

2,903

1,221

Unearned revenue

(166)

(1,032)

(13,067)

(12,923)

Income taxes

2,296

1,298

(1,568)

(1,081)

Other current liabilities

2,539

2,839

(166)

576

Other long-term liabilities

(1,616)

(391)

(3,286)

292

Net cash from operations

46,679

37,044

127,494

93,515

Financing

Repayments of debt, maturities of 90 days or less

(5,746)

Repayments of debt

(2,250)

(3,000)

(3,216)

Common stock issued

541

546

1,489

1,508

Common stock repurchased

(4,627)

(4,781)

(17,692)

(13,874)

Common stock cash dividends paid

(6,756)

(6,169)

(19,687)

(17,913)

Other, net

(509)

(382)

(1,877)

(1,614)

Net cash used in financing

(11,351)

(13,036)

(40,767)

(40,855)

Investing

Additions to property and equipment

(30,876)

(16,745)

(80,146)

(47,472)

Acquisition of companies, net of cash acquired and divestitures, and purchases of intangible and other assets

(258)

(981)

(1,291)

(4,235)

Purchases of investments

(12,006)

(4,474)

(39,522)

(8,144)

Maturities of investments

11,976

6,721

30,424

11,461

Sales of investments

6,358

2,161

15,311

6,688

Other, net

(2,599)

604

(9,445)

(325)

Net cash used in investing

(27,405)

(12,714)

(84,669)

(42,027)

Effect of foreign exchange rates on cash and cash equivalents

(114)

(195)

(120)

Net change in cash and cash equivalents

7,809

11,346

1,863

10,513

Cash and cash equivalents, beginning of period

24,296

17,482

30,242

18,315

Cash and cash equivalents, end of period

$32,105

$28,828

$32,105

$28,828

We have recast certain prior period amounts to conform to the current period presentation.

SEGMENT RESULTS

(In millions) (Unaudited)

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Productivity and Business Processes

Revenue

$35,013

$29,944

$102,149

$87,698

Cost of revenue

6,197

5,517

18,028

16,380

Operating expenses

7,843

7,048

22,142

20,538

Operating income

$20,973

$17,379

$61,979

$50,780

Intelligent Cloud

Revenue

$34,681

$26,751

$98,485

$76,387

Cost of revenue

15,120

10,307

41,000

28,326

Operating expenses

5,808

5,349

16,468

15,612

Operating income

$13,753

$11,095

$41,017

$32,449

More Personal Computing

Revenue

$13,192

$13,371

$41,198

Cost of revenue

5,511

6,095

17,821

19,111

Operating expenses

4,009

3,750

11,739

11,111

Operating income

$3,672

$3,526

$11,638

$10,976

Total

Revenue

$82,886

$70,066

$241,832

$205,283

Cost of revenue

26,828

21,919

76,849

63,817

Operating expenses

17,660

16,147

50,349

47,261

Operating income

$38,398

$32,000

$114,634

$94,205

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Area code of city

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

-Number 240

-Section 12

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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