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MorganStanley Peter Klein 030211

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MorganStanley Peter Klein 030211
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Who: Peter Klein, Chief Financial Officer



When: Wednesday, March 2, 2011



Where: Morgan Stanley Technology, Media and Telecom Conference - San Francisco, CA



ADAM HOLT: My name is Adam Holt. I run software research at Morgan Stanley. We're

basically at the halfway point of the conference this year. And as I think about some of the

messages, and some of the things that we've learned over the last few days, you can argue

that we're at an incredibly exciting point in not just technology, but also software. The

applications market is accelerating after years of under-spending. We're seeing a major

trend towards business intelligence resurging with analytics being on the forefront. Cloud

computing has clearly been a trend that's been important for the last few years, but it's

really inflecting, as is virtualization on both the server and the desktop side. Additionally,

the proliferation of new devices is creating a lot of opportunity.



And as I think about the company that has as many different plays on these markets, and

these opportunities as any we'll see at the conference, Microsoft is that company. We have

today the chief financial officer Peter Klein. We're going to have a discussion. We'll open it

up for Q&A that you all may have, and as always the disclosures for Morgan Stanley are at

MorganStanley.com/researchdisclosures.



So, with that, Peter, thanks so much for joining.



Why don't I start with a pretty broad-brush question. As I said, you know, you participate

currently in a number of what I think are accelerating trends. You've got a variety of very

strong product cycles right now. How are you viewing the confluence of secular demand

and product cycles heading into Calendar '11?



PETER KLEIN: Yes. It's been great. Obviously, at a high level, our objective has been to

deliver great products that customers love across the spectrum of our product cycle, and to

deliver financial results as a result of that. And one of the things we talked about, you

know, a year-and-a-half ago, probably at this conference last year when we were here, is

that confluence, our strongest product cycle ever, and some rebound in business spend, and

just generally in the sort of the tech macro sector.



And over the course of the last year, probably since we were here, I think we feel very

encouraged, and very good about our progress against our objectives. It really has been

our strongest product cycle ever. I'll highlight a few things that I think we've seen most

recently, and I think we've delivered against the financial results as a result.



If I look back to our most recently concluded fiscal quarter, I'll highlight a couple of things.

I'm sure I'll have a chance to talk about a bunch of different things. Clearly, Office 2010

was a very strong product for us. The launch has done very well. It's probably fair to say,

it's exceeded most people's expectations, and the growth has been phenomenal and really

drove a lot of top line growth, both for the Microsoft Business Division, and for the company

all up in our Fiscal Q2. So, that was really exciting.



More on the consumer side, we launched the Kinect for Xbox 360, and that was obviously a

very hot, a phenomenal product this holiday season. More broadly over the course of the

last several quarters in Xbox, and Xbox 360 have sort of established the leadership position

in gaming. And it's really interesting looking forward to think about what that can do for TV

more broadly, and sort of our position in the family room or the living room as well as what

motion detection does for computing user interface going forward.



So, there have been a lot of exciting things over the course of the last year, a lot of exciting

things in the course of the last quarter. And the last thing I'll add that is just encouraging

to me, and that we're particularly proud of is our ability to manage our cloud structure, and

grow our operating margins, and our operating margin percentage every quarter for the last

year. So, that confluence has really delivered the kind of financial results that I think we

want. And I think going forward there's still a lot of opportunity in those businesses that we

talked about, Office 2010, Xbox 360, and of course the cloud remains the largest trend

opportunity going forward.



ADAM HOLT: I want to build on in each one of those businesses, but why don't we start

with Windows, because that's obviously one of your cornerstone franchises. A tremendous

release in Windows 7. The corporate upgrade cycle in our view, is really just the beginning.

But what is your sense for where we are in the corporate upgrade cycle, and where we are

in the Windows 7 product cycle?



PETER KLEIN: I think it has been great. And we've noted in the last couple of earnings

and calls that the business upgrade cycle is happening, and we expect it to continue to

happen. So, I would say we're in the middle of it, and it remains a great growth engine for

us, and really a strength for the Windows 7 release.



ADAM HOLT: And how are corporates adapting? Are you seeing any change in terms of

software assurance? Are you seeing a migration towards the higher end products? What

are the characteristics of the upgrades?



PETER KLEIN: Yes. We're seeing encouraging trends across all those dimensions. We're

seeing an increased intent to deploy Windows 7 in businesses, so it's going faster than in

previous releases. As a result, we are seeing stronger growth in our software assurance,

and that commercial side of the business. It's small relative to the OEM piece of the

business, but we are seeing upside in that. And, as a result, when the business mix is high,

when people are deploying the product, that does have positive impacts on the premium

mix, and what that does for our overall ASP.



ADAM HOLT: If you look around a room like this, you see a lot of tablets, and you see a

lot of devices that I think people probably bought themselves.



PETER KLEIN: I see a lot of laptops, too.



ADAM HOLT: We see a lot of laptops as well. The question is, do you think there's any

impact from either the bring-from-home device in the corporate landscape, or the tablet in

the corporate landscape in terms of impacting the trajectory of the upgrade?



PETER KLEIN: Yes. There's no question that tablets provide a really exciting opportunity

for the market all up. I think we've seen more of that in the sort of consumer secondary

device than we've seen in businesses, although you are starting to see it come into

business. And I think going forward, that's really an opportunity for us.



When I think about the strength of Windows, and what Windows can bring to the tablet

form factor, particularly in businesses, whether that's access to mission critical applications,

whether that's different UIs like a pen, and the ability to write and draw on the tablet, I

think that's a really interesting opportunity. So, I think it's nascent, but incredibly

interesting going forward how tablets are used within businesses.

ADAM HOLT: And let's talk about that a little bit. As you think about your evolving tablet

strategy, what do you see as bring the key areas where you hope to differentiate over time?



PETER KLEIN: Well, there are a couple of things. I just talked about some of the user

interface things that we can bring, some of the applications that you can use, and really our

experience as an enterprise vendor to really understand what business users want. So, I

think that's a great thing.



And so, at CES this year, we obviously talked about a couple of things. We showed some

Windows 7 tablet devices that are coming to market that I think are really exciting with

differentiated user interface experiences, and we also talked about the opportunity to build

on system-on-a-chip architecture for the next version of Windows, and I think that will be a

really exciting development for us, and allow us to get some of the advantage you get from

that architecture in power management, as well as delivering on some of our traditionally

differentiating characteristics within businesses.



So, I think those things taken together are pretty exciting for us for Windows tablets, both

now and in the future.



ADAM HOLT: Let's talk a little bit about Windows 8. I know you're not going to give

release details, and a whole lot of detail about what the product is going to look like, but at

a very high level, in the conversations that I have there's a view, at least my perception of a

view, that Windows 8 is way off in the future, and the ARM version may be even further off

in the future.



Can you talk a little bit about how should we be thinking about the cadence of the release,

and how much progress you've made to date already on the ARM environment?



PETER KLEIN: Well, what I'll say on timing is exactly what we said, which is 24 to 36

months from the previous release of Windows. So, we have nothing more to announce, or

add to that.



And I think if you look at some of the things that we showed at CES, you can probably

imagine that there's been already some great progress on what we've done on some of the

new architectures if you look at what we've demonstrated, so I think people should take

from that that there's been some good work done to date, and as we have more to

announce, we'll certainly announce it.



ADAM HOLT: How should we, again, at a high level think about application compatibility

on Windows 8, and in particular Windows 8 in an ARM environment? Should we assume

that Office works well on 8 and on ARM?



PETER KLEIN: It's a complicated topic. It's probably best not to sort of go into that detail,

obviously it's something we're focused a lot on, and I think as we have more details to

share on that, we'll be able to do that for people. But, that's obviously a key part of the

work that we're doing in preparation for the next version of Windows.



ADAM HOLT: If you look at the PC market, a lot of the growth is coming in markets that

historically your attach and opportunity to drive monetization hasn't been that high, China

for one. You talk about some of the things that you're doing to drive attach up and what

you envision seeing piracy do, say, over a multi-year period?

PETER KLEIN: It's always hard to predict. In general, historically, we've made sort of

gradual progress against piracy, not sort of uniformly. It tends to go up and down quarter

by quarter, but the general trajectory has been up, although probably more limited in places

like China. And the approach is multi-faceted.



As you know it's a very complicated problem and we try and approach it against multiple

dimensions. There's a lot we're trying to do with just the value proposition of the product.

There's a lot we do on distribution, whether that's with OEMs or retail. And, of course,

we're always working on policy issues, and government issues related to the protection of

intellectual property, and there seems to be some positive momentum there, but it's a very

complicated thing. So, it's one of those things that is a tremendous opportunity. It's

incredibly challenging. It always has been, but we continue to address it against every

dimension that we think we can.



ADAM HOLT: Last question for me on Windows. I happen to think, and said earlier, that

your cloud story is very interesting, it's very differentiated, and obviously we'll get into that

further detail. But, the question I get a lot is, as applications move into the cloud does that

ultimately change the role of the operating system on the device? And I'd love to get your

perspective on how you think about that balance, say, over a three-to-five-year period.



PETER KLEIN: Yes, I think there's a couple of things. Obviously, and we'll talk more

about the cloud generally, we embrace that and think that's a huge opportunity for us sort

of all up. And we think sort of end to end from the data center, to the data, to the

application is what that means. But, I also think there's always going to be a need for

smart devices interacting with the cloud. And we think that is a great opportunity.



So, we take a very holistic -- we think one of our differentiations is to take a very holistic

view from the data center, whether that's a public cloud all the way to sort of behind the

firewall, and from the sort of server to the desktop. And I think holistically it's a great

opportunity. And I think there's always going to be an opportunity for some intelligence on

the devices that informs the cloud. I think the cloud's full potential is realized as it gets

smarter, and as devices sort of feed into that intelligence.



ADAM HOLT: Let's shift to MBD, and talk a little bit about Office and the related

businesses. As you know, Office is an area that we spend a lot of time looking at, and think

people probably don't focus on enough. It's been an area of strength the last couple of

quarters. Maybe talk about what you think is really driving the performance in Office.



PETER KLEIN: I think it's in the related businesses, and I'll get into that. Coming into the

release we had sort of a pretty straightforward goal, and strategy, with the next version of

Office. We wanted to continue to innovate and create a great customer experience on the

Office Suite of applications themselves, Word, Excel, PowerPoint, et cetera. And we also

wanted to improve the integration that you got with the infrastructure that supports Office,

think of the communications and collaboration technologies, which is products like Exchange

and SharePoint, and Lync, which is our unified communications capability that we've been

investing in and building over the last several years.



I think across both of those dimensions we've really realized what we've set out to do. I

think if you look at the strength of the Office applications themselves, broadly, from

consumers all the way up through large enterprises, we've seen strength across all

customer segments, which I think speaks to the customer experience that people are

having with Office 2010.

At the same time, we're also seeing strength in our overall enterprise business for all the

related products, related to Office, including Exchange, SharePoint, and Lync, and especially

Lync, which really had some of the biggest increase and capabilities that I think you see in

the 2010 release, and that is a very compelling value proposition. When we talk to

customers, that's a great conversation to have. I know personally our usage of Lync within

Microsoft has really saved us a lot of money. So, the total cost of ownership story and the

ROI is very strong, in addition to all the productivity you gain from it.



So, across both of those objectives, in the enterprise, with communications and

collaboration tightly integrated with Office, as well as just a consumer experience with the

Office applications, we sort of achieved their objective.



ADAM HOLT: So, as you're able to bundle more effectively, and some of the opportunities

that you described around SharePoint, Lync, for example, those are much, much less

penetrated. So, you're actually seeing a larger customers renew, and renew at higher

levels. So, the footprint, and the average selling price, and deal size are increasing?



PETER KLEIN: Exactly right. You've seen that over the last several years with SharePoint.

We talked a lot about that over the last several years. Now you're sort of starting, you're

sort of at the beginning stages of seeing the same thing with Lync, which continues to sort

of accelerate those businesses, which are sort of at scale. They're at the sweet spot I like

to think of it. They're sort of at scale, but still accelerating, which is really exciting for the

Office Business all up.



ADAM HOLT: There's a view on the Windows side that one of the reasons Windows 7 is

going to be so successful is the uptake on the enterprise front for Vista was lower. As you

think about the comparison between Office 2010 and Office 2007, is there a similar dynamic

there?



PETER KLEIN: We'll have to see. It's a little earlier with Office than it is with Windows 7.

I think that opportunity exists, for sure. I think the data to date is encouraging. We've had

a great couple of quarters with Office, across all customer segments. So, I think there is a

renewed opportunity for people to accelerate their adoption of Office 2010, and in

enterprises is really what you're talking about. That's where you see the value of those

related technologies.



ADAM HOLT: Office is an area that's quickly moving into the cloud. You've just announced

Office 365. Can you talk a little bit about what moving Office into a software-as-a-service

environment means, from a business model perspective and from an opportunity

perspective?



PETER KLEIN: No, it's really exciting. And that's the place we're really starting to see a

lot of momentum. I think the opportunity for taking Office and Exchange, and SharePoint,

and Lync into the cloud, really opens us up to new revenue streams that we haven't had

access to before, and not simply just the revenue we get from delivering the service, right.

Since we deliver the service at scale we can replace money that companies are spending

today on people and hardware and other infrastructure. And that's a good cost savings for

them, and a good revenue stream for us.



But, it really gives us access to new scenarios, new customers segments, where we really

don't have much penetration today. One of which is the mid-market, not too much for

Office, although that's an opportunity, but for things like Exchange and SharePoint, where

today we don't have much penetration. It's a very challenging market. Mid-market

companies have the needs of a large enterprise, but not the resources or the capabilities.

And the cloud is perfectly suited to deliver that in a really cost-effective way, so that mid-

market companies can get the value of those capabilities. And Office 365 is the perfect

vehicle for doing that.



So, that's one example. But, there are multiple examples, whether it's kiosk for desk-less

workers in large enterprises, or whether it's entirely new scenarios and experiences that will

be developed natively and uniquely for the cloud. I think it's an incredible growth

opportunity for us.



ADAM HOLT: I asked about piracy on Windows, but presumably as you move to more of a

service delivery with Office, there's the potential to produce piracy, as well. And piracy is

actually higher with Office than it is for Windows. What do you think happens there?



PETER KLEIN: I think broadly speaking delivering a service, where you're delivering that

value every month, I think, has a great opportunity to reduce churn, which is sort of

another way of saying sort of, decrease piracy, I think. I think services, absolutely, have

the opportunity to do that, but we'll have to see how that plays out.



ADAM HOLT: When we think, we sort of the investment community, think about moving to

a service model, moving to a subscription model, that sort of delivery, think about more

ratable revenue, but revenue that maybe goes down and is spread out over a longer period

of time, and potentially a lower margin structure. Is that the case? Do you see a business

model transition here, or how do you think about the model evolving as you move to more

cloud-based services?



PETER KLEIN: On the revenue side in businesses it's actually not very different from the

annuity business that we have today. So, the annuity business is recognized ratably and so

as that moves to more of a subscription service that actually has very little impact on the

revenue. In fact, the revenue will go up, because the revenue is higher in a service model

than it is in just a software license model.



From a margin perspective, it definitely has a different margin characteristic, in terms of the

percent of gross margins, although it's positive from a "total-absolute-dollars" of gross

margin. So, there is a sort of shift in the dynamics, but it's positive from the total gross

margin dollars. But, to your first question, from a revenue recognition perspective, that

transition should be relatively muted, because our annuity business today. If you look at,

say, MBD for example, 60 percent of our revenue today is annuity, which has the same sort

of revenue recognition characteristics as the subscription would.



ADAM HOLT: Let's shift to the server business, and I'll also use this as a touch point to get

into your cloud strategy. But, I'll just ask a baseline question that I've already been asked

twice this morning, and so I'll ask you and get your response. But, how dependent is

Microsoft on the server market directly? I mean, you've obviously got 70 percent share on

the OS front. If servers decelerate, what's the correlation between your business?



PETER KLEIN: I would say somewhat. I mean, there's definitely some correlation to how

businesses are investing in server hardware, and related sort of server software that's

directly related to that new hardware. So, that's a piece of it. But I think one of the

strengths of our server, and server and tools business is we have been gaining share in sort

of places outside of just sort of hardware shipments, things like database, things like

systems management, and so I think we have an opportunity to continue to grow our share,

and continue to grow revenue at a pretty good rate. But, there is some correlation between

the hardware market, and if you look at sort of how we give our outlook and our guidance,

we talk about sort of the transactional piece of the business, and how that relates to the

server hardware market, and that's generally in line with that.



ADAM HOLT: And one of the other pieces that's an influence here is your ability to drive

average selling prices higher by either more bundling, or seeing a mix shift towards your

premium suites. Where are you in that migration now, and where do you think you can go

ultimately in terms of driving --



PETER KLEIN: It's been a big growth driver for us, as you know. We've had sort of

double-digit growth in our premium version of both Windows and System Center. And I

think that remains a big opportunity. That was kind of early on in that, and I think that is

definitely a growth driver for the Server and Tools Business.



ADAM HOLT: We've had a number of companies here talk about virtualization, server

virtualization, desktop virtualization. We have the view in my group that core server

virtualization may actually accelerate the penetration as Tier 1 and Tier 2 workloads actually

move into virtual environments. You all have been a net share gainer in the virtualization

market, but at very low price points. Do you feel like you're effectively monetizing your

virtualization story?



PETER KLEIN: I do. I think we've got a good balance between gaining share and having

good revenue growth in the Server and Tools Business. So, we feel great about the

capabilities, we feel great about our sort of market position, and our ability to continue to

grow that market position. And we also feel great about, if you take sort of a longer-term

big picture view, sort of what that means all up. We had a holistic view of not only

virtualization, but ultimately that's really the cloud conversation, right, because it's how do

these capabilities ultimately get instantiated and delivered.



So, we feel great about our products, we feel great about our market position. We feel

great about our revenue growth. And then we feel very good about the long-term strategy

sort of across anything from public cloud to private cloud, to whatever goes more slowly

and stays on premise in the data center.



ADAM HOLT: So, let's talk about that a little bit. I've heard you say that cloud, and your

platform business, and your Azure business, could be the biggest incremental new

opportunity for you over the next call it three to five years. Explain your thinking around

that, what sort of parameters you put around sizing that opportunity, and why you believe

that?



PETER KLEIN: I mean, at the highest level, think about the size of the market for how IT

invests in infrastructure. It's probably the single biggest piece of the enterprise IT market.

And so, if you think about the opportunity to be a leader in the transformation of how

infrastructure and platform gets built by enterprises, that's life itself. That's all goodness.

It's sort of what we've always been focused on, and that's what Windows Azure is all about.



ADAM HOLT: And as you think about your story in this market, what do you see as your

real area of differentiation, or your areas of differentiation?



PETER KLEIN: We feel like we're relatively -- not relatively, we are unique in the range of

capabilities that we can provide. Certainly at the infrastructure level, we're one of very few

companies that have the kind of scale data center infrastructure that we've been delivering

at scale to really be able to have a good value proposition for customers. At the same time,

we feel we're unique at the platform layer in terms of systems management, in terms of a

set of tools that developers are used to working on. And we can go all the way up, not only

from infrastructure, to platform, but to software applications.



And so if you think about sort of a matrix of infrastructure, and platform as a service, and

software as a service across the dimension of a seamless and ongoing transition from

today's on premise world to whether it's a private cloud or appliance all the way to a public

cloud infrastructure, we can offer all of that, and I don't think anybody sort of has that

range of capabilities, and can manage the migration of the customer from a set of

applications all the way from on premise to the public cloud.



ADAM HOLT: I think most people understand the value proposition of moving workloads to

the cloud. And we've seen a lot of finished application providers, software as a service

providers, like Salesforce, and SuccessFactors be very successful from a growth trajectory,

but I think that there's a bridge we have to cross in terms of getting proprietary workloads,

and new kinds of workloads into the cloud. How do you get folks comfortable with crossing

that bridge and getting from finished applications today to building applications in the cloud,

and moving a broader set of workloads?



PETER KLEIN: That's a great question, and that's really the bulk of the work that we're

doing today. We're spending a ton of time with the ecosystem, with developers and ISVs,

and corporate IT developers to really understand the range of applications and how they

move to the cloud. And I think you're going to see stages of how things move to the cloud.

But, the most important thing now is really getting the ecosystem to understand the value

of that, and to get comfortable with that, and understand what applications, whether it's

existing legacy applications, Tier 1, Tier 2, or other workloads migrate to the cloud, and

whether it's building a whole new sort of generation of applications that are uniquely suited

and built from the ground up for the cloud. And so we're doing both of those things. I think

that's critically important to establish our position in the marketplace.



ADAM HOLT: And how material do you think this business is for you over the next few

years? I think Bob Muglia, at one point, maybe at the Analyst Day last year, said it could be

a $1 to $2 billion business within three years. Is that how you're thinking about it, or could

it grow even faster than that?



PETER KLEIN: So, rather than make a sort of specific projection, I would say over time, it

is a huge opportunity for us, and it is incredibly important. And I think what we'll just have

to do is watch the pace at which it goes. My general feeling about these things is, they

start off a little bit more slowly, and then hit an inflection point and pick up. And we'll make

sure and let everybody know when we hit that inflection point.



ADAM HOLT: Just on the topic of Bob, there's been a management change in the Server

and Tools Business. Can you talk a little bit about that transition, and the drivers there?



PETER KLEIN: Yes, absolutely. Certainly, at the macro level, the most important thing we

need to do is make sure we have the right leaders running all of our businesses. I think

we've done a great job in setting up all of our businesses with the right leadership. I think

that's been manifested in the performance that we've had both from a product delivery

perspective and a financial perspective. Bob did a wonderful job with the Server and Tools

Business, and I think we thought that going forward into the future, you know, bringing

somebody in that had deep expertise in the cloud, and who just built sort of one of the

biggest cloud infrastructures in the world was a really important thing to take the Server

and Tools Business to the next level, and really accelerate that growth over the next three

to five years. And Satya is a wonderful leader. He's a wonderful technology leader. He's a

wonderful business leader.

ADAM HOLT: It may be actually worth spending, in some of the conversations I've had,

not everyone is fully up to speed on his resume. It might be worth spending a minute just

saying what he has done, and how that translates.



PETER KLEIN: Yes. He's done a couple of amazing things. And I've had the opportunity

to work closely with him, and I'm really thrilled for him. He's a long-time Microsoft

employee, about 20 years. He ran our Microsoft Business Solutions, so our business

applications business, before going over to run the Online Services Business, and building

out the infrastructure for Bing. Basically, over the last ten years, he's led and built the

Dynamics Business, and the Online Services Business. So, he has a great understanding of

business applications, great understanding of cloud infrastructure, and a great

understanding of our company and our customers. So, I think he's an ideal fit for that job.



ADAM HOLT: I'm going to hit -- we've got about six minutes to hit search, mobile, Kinect,

and margin.



PETER KLEIN: I'll try and talk fast.



ADAM HOLT: Let's do search next. So, you've shown steady share gains with Bing. The

Yahoo! deal is now online. Do you think that you have an opportunity to accelerate share

gains in the top line trajectory of the search business?



PETER KLEIN: It's certainly an opportunity. I think we're focused on making sure we're

building the best product, getting the customer engagement that we need, and we'll

continue to do that. I think there is an opportunity, if you build awareness and build

consumer engagement, that that can accelerate. But, you know, having said that, that's

something we can track every month. You can follow along with us. We're certainly

pleased with the trajectory. We're certainly pleased with the product. And hopefully that

will continue.



ADAM HOLT: And how are you thinking about costs in that business? Obviously, you're

still spending a lot of money there. It's a net diluted to the margins. How should we be

thinking about the cost story there going forward?



PETER KLEIN: Yes, we've talked a little bit about it before. Obviously, the dynamics of

that business, the high entry fixed costs, which makes obviously barriers to entry. So, we

feel like there's limited people that can do that. But, really it's a scale business and so once

you invest the capital up front to get in, most of the incremental margin flows to the bottom

line. And that's sort of where we are now. There's a little bit of incremental investment,

getting the Yahoo! integration up and running, but beyond that, you see that as we grow

share and as we grow our revenue per search, that will be very positive to the margins of

that business, over the next year or two.



ADAM HOLT: Let's shift to mobile, and I'll go straight to Nokia. Actually, I'm going to go

straight to Windows Phone 7, before we touch on Nokia. How is the release tracking,

relative to your expectations, ex-Nokia?



PETER KLEIN: Yes, we're very pleased with the product. As we headed into it we said,

look, the most important thing is we have to build a product that customers really like, and

we have to get developers building applications and getting excited about the platform.

Those are the most important things out of the gate. And we really feel good about what

was accomplished there. It's a really good product. Customer satisfaction is very high.

Reviews are very good. And just to sort of segue into the Nokia conversation.

I think that's a big part of our ability to get such a strong partnership with Nokia. And the

reason that's so exciting is it really brings together a set of complimentary assets to build a

unique, and strong, third ecosystem in the marketplace. The thing that we need, now that

we've got the product that we want, to get the kind of distribution, get scale geographically,

get diversity of price points, relationships with the operators on a global scale, as well as

some other great assets like local is really exciting. So, we think we've got great

momentum with the product. Now, we've got the partnership that really accelerates the

market position of the product.



ADAM HOLT: I know you haven't given a lot of financial details on the deal, but there's

been an awful lot of back and forth in the press about what you all might have had to give

up for this deal, there's been speculation that you had to pay a ton of money up front, that

you have to give an enormous commitment over time, you had to give the keys to your

house. And I guess the question is, at a very high level, to us it looks like a deal where

there's a lot of financial upside. Walk us through how you're thinking about the economics

of the transaction over, say, a multi-year period, to the extent that you can.



PETER KLEIN: Yes, obviously we haven't talked about the economics of the transaction.

What I would say is, it is a long-term multi-faceted deal, and in success it is a very mutually

beneficial deal, economically for both companies.



ADAM HOLT: It's hard to think about your mobile business model over the net two to

three years. Do you think that the licensing piece is going to be the most significant piece

of the pie? Do you think it will be search? Do you think it's other in areas like games? How

do you see the business model in mobile evolving?



PETER KLEIN: It's everything. It's everything. It's the license royalty. It's the services,

whether that's search or other services. And that's the thing we've been talking about. We

love that business model, and I think it's both or all of them.



ADAM HOLT: Switch to Kinect, and then I'll touch on the model, and then we've got a

couple of minutes for some questions in the audience. So, 8 million units right out of the

gate, Kinect could be your next multi-billion business. How big do you think Kinect can be,

and what should we look to as a set of, say, instructions, or a roadmap as to how to think

about things like game attach, and penetration, and Xbox Live around Kinect?



PETER KLEIN: I'll sort of extend the question and the answer to the Xbox 360 business all

up. In the course of the last year we've really expanded that business. We shipped a new

console last summer, which really started our momentum in the business, and it really,

really accelerated with Kinect, which was just a great, and interesting innovation. The way

to think about it, and this is part of the intent of the Kinect technology, was to really

broaden our user base to more than just hardcore gamers. I think we're seeing early signs

of that. How big that can be is anybody's guess. Then we've given some indication of what

we think the growth in the E&D business will be, sort of after this year.



So, obviously that was a pretty bullish sign, and we think it remains incredibly exciting, but

certainly the intent was to grow our addressable market, which seems to be working so far.

We'll just have to see how it goes over time.



ADAM HOLT: Okay. You've done, I think, a terrific job on the OPEX side over the last few

years. It's clearly an area of focus that's had continuity. It's not just a passing fad. As we

look forward, why shouldn't we think that there's an opportunity for you all to expand

margins over a multi-year period of time?

PETER KLEIN: Well, I'll let you sort of do the model and figure that out. The one thing I

will say, and I agree with you, it remains a focus area for us, and our approach to that, and

our philosophy on that hasn't changed, and what that means to margins. You can figure out

when we have more to say going forward about what to expect on the cost side, we'll let

you know. But, I would say you're absolutely right, it's a continuing focus area for us.



ADAM HOLT: So, companies your scale, I mean, what are the right guideposts for what

operating expenses should grow over, say, a multi-year period? Is there any reason that

your OPEX should grow faster than GDP?



PETER KLEIN: I'm not going to make comments guiding on operating expenses until later

when I do.



ADAM HOLT: I always try.



PETER KLEIN: Good effort.



ADAM HOLT: My last question, and then we'll get the microphones ready, over the last

three quarters you bought back $13-14 billion worth of stock. At current levels buy-backs

obviously accrete to stocks center values. Is that the direction that you're going to continue

to move, in terms of your capital return strategy, or do you think you'll do something more

aggressive with the dividend, or will it be a balance of both?



PETER KLEIN: I think we'll be consistent. We've had a pretty consistent philosophy over

time, maybe not quarter by quarter, but certainly over the long-term of delivering cash back

in the form of buy-backs and dividends. We did increase our dividend 23 percent last year.

So, I think we've had a pretty aggressive strategy over the last several years, and our

philosophy and approach to returning cash to shareholders aggressively remains the same.



ADAM HOLT: All right, time for a couple of questions. We've got one in the back right.



QUESTION: Thanks, Peter, a couple of quick questions for you. First, on the tablet side, I

wonder if you could maybe give us a view on how you might differentiate in the tablet

market, if you have to wait for Windows 8 that's an awfully long time, and we'll probably

see iPad 3 by then. But, because of your presence in the enterprise market, is there

something unique you think you can leverage off of to create some differentiation for

yourself in the tablet market? And separately, we saw Salesforce's Chatter the other day,

which is kind of like Facebook for collaboration within an enterprise. As you move to the

cloud, might we see things other than what we've seen on the desktop ported to the cloud,

but some new things that might expand your market.



PETER KLEIN: Yes, on the first question, we have Windows 7 tablets out now, we continue

to work with our OEMs and see more products come to market. And I think you are starting

to see some differentiation, particularly on the user interface side, in terms of the ability to

write with a pen, and take notes, and do other things that I think can be very compelling,

particularly for businesses, and so I think you should expect that we'll continue to innovate

and work on the Windows 7 side, while at the same time we're starting to talk about what

you might expect to see with the next version of Windows. I think that's going to be very

exciting going forward.



In terms of your second question on the cloud, I think sort of broadly speaking, yes, I think

there's a lot of interesting opportunities that syncs into the cloud, and understanding the

dynamics there for building whole new classes of experiences in applications, and what that

means for us, we'll have to work through from a partnership and other perspective.



ADAM HOLT: Question here on the left?



QUESTION: I just wanted to follow up on the last question that Adam asked, regarding

cash. Have you ever disclosed how much is offshore and kind of interesting, in comparing

that with your strategy on taking debt and leveraging the company?



PETER KLEIN: What we've said is most of our cash is offshore.



ADAM HOLT: And I think the second part was, what's the philosophy around potentially

getting more leverage.



PETER KLEIN: It's always part of the thinking. Obviously, we have leverage today, and

we're always thinking holistically about what's our right strategy for delivering cash back to

shareholders, and what the best capital structure is. So, it's always part of our thinking.

We've seen willingness, obviously in the past, to take some leverage to do that.



ADAM HOLT: We've got time for one more question. It's going to be mine, then. I get

asked all the time, again, this goes back to the cash, does it make sense for Microsoft to be

more aggressive on the M&A side? Does it make sense for Microsoft to buy Nokia? Does it

make sense for Microsoft to buy RIM? Does it make sense for Microsoft to buy Adobe?

Does it make sense for Microsoft to buy my entire coverage universe? And so I guess the

question is, in all seriousness, historically there have been a few big deal salvos around SAP

and Yahoo!, but you've been more tactical, and sort of smaller strategic, I'll call it, with the

M&A strategy. Has the philosophy changed?



PETER KLEIN: No, I think our philosophy is consistent. We want to make sure we are

very clear about the businesses that we're in and the strategies that we have, and then

within those strategies we always want to look at what's the best way to execute against

those. Sometimes it's organic. Sometimes it's inorganic. The one thing I would say, and

sometimes we look at sort of big things, but those are sort of few and far between, and

complicated, and large. We do smaller things that I think have impact on our bottom line.

Maybe it's not as visible as some.



If you think about what we've done just in the last couple of years, while they may not be

acquisitions, both the Yahoo! partnership and the Nokia partnership are very significant

transactions, and to some degree have a lot of the same characteristics, maybe not

economically, but certainly operationally, as large acquisition. If you look at the work we're

doing with Yahoo!, that's incredibly important. We love the structure of the deal, and we

love what we're doing. I think Nokia is sort of the same thing.



So, I think you don't have to do a big acquisition to accomplish some of the things we want

to accomplish from a strategic perspective.



ADAM HOLT: All right. Well, with that we're out of time. Thank you all. Thanks for

joining us this morning, and thanks, Peter.



END


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