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Microsoft Corp – ‘10-K’ for 6/30/06 – EX-31.2

On:  Friday, 8/25/06, at 5:13pm ET   ·   For:  6/30/06   ·   Accession #:  1193125-6-180008   ·   File #:  0-14278

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/25/06  Microsoft Corp                    10-K        6/30/06    9:1.2M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report on Form 10-K for Microsoft            HTML    990K 
                          Corporation                                            
 2: EX-3.2      Bylaws of Microsoft Corporation                     HTML     49K 
 3: EX-10.8     Form of Stock Award Agreement Under the Microsoft   HTML     38K 
                          Corporation 2001 Stock Plan                            
 4: EX-21       Subsidiaries of the Company                         HTML     13K 
 5: EX-23.1     Consent of Independent Registered Public            HTML      8K 
                          Accounting Firm                                        
 6: EX-31.1     Section 302 Certification of CEO                    HTML     12K 
 7: EX-31.2     Section 302 Certification of CFO                    HTML     11K 
 8: EX-32.1     Section 906 Certification of CEO                    HTML      8K 
 9: EX-32.2     Section 906 Certification of CFO                    HTML      8K 


EX-31.2   —   Section 302 Certification of CFO


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Section 302 Certification of CFO  

Exhibit 31.2

CERTIFICATIONS

I, Christopher P. Liddell, certify that:

1. I have reviewed this annual report on Form 10-K of Microsoft Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 25, 2006

/s/ Christopher P. Liddell

Christopher P. Liddell

Chief Financial Officer


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:8/25/068-K
For Period End:6/30/065
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Filing Submission 0001193125-06-180008   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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