Microsoft says that 300 million devices now run Windows 10. And if yours isn’t among them, time is running out.

On Thursday, Microsoft began showing potential customers of Windows 10 the carrot as well as the stick, touting Windows 10’s success but also warning that the free upgrade offer would expire in a couple of months. If consumers don’t upgrade their PCs from Windows 7 or Windows 8.1 by July 29, Microsoft will charge $119 for a copy of Windows 10 Home when they eventually do.

First, however, Microsoft demonstrated the extent to which Windows 10 had already progressed. Windows 10 is now on 300 million active devices, according to Microsoft; Microsoft said in its April earnings call that Windows 10 was on 270 million devices, and in January executives said it was on “over 200 million devices.” The goal, according to Microsoft, is to have over 1 billion devices—phones, tablets, PCs, servers and embedded products—actively using Windows 10 on a monthly basis, Microsoft has said.

“If you’ve already upgraded to Windows 10 –- thank you. If you haven’t upgraded yet –- we hope you’ll consider upgrading today,” Yusuf Mehdi, the corporate vice president of Microsoft’s Windows and Devices Group, said in a blog post.

Why this matters: Expect Microsoft to sound the drums of doom as we near that July deadline—both in the press as well as the PC. If you multiply the 300 million devices by $119, you get a whopping figure of over $35 billion—a very poor estimate, but the magnitude of the fees Microsoft would have charged for the upgrade. (Far fewer would have paid to upgrade than those 300 million device owners, but still.) Like the robocalls from candidates seeking your money, expect Microsoft to ping your older PC to upgrade now, before it’s too late.

Windows 10’s 'halo effect' on its apps

Microsoft also said that more consumers were latching on to Microsoft Edge, with 63 billion minutes spent last quarter alone. That’s 50 percent more minutes than last quarter, Microsoft said. Apps that come with Windows 10, including Groove Music, Photos, Movies & TV are seeing “millions” of active users per month, including more than 144 million people using Photos. More apps are appearing in the Store, including updated UWP apps from Vine, Hulu, Netflix and Twitter. Over 9 billion hours of games have been played on Windows 10 since launch. Microsoft didn’t provide overall app numbers, however.

Finally, Microsoft said that Cortana has fielded 6 billion questions since launch—not a fantastic number, as 6 billion questions divided over 300 million devices works out to about 20 questions overall.

Mehdi said that Microsoft was still expected to ship its Anniversary Update to Windows 10 this summer, which will include Windows Ink’s pen-based interface and other goodies.

Microsoft is also expected to keep digitally insisting that users upgrade to Windows 10, as the company has quietly made the upgrade from Windows 7 and 8.1 a “recommended update” for users. Microsoft has apparently tested several methods of pushing this update to users, including countdown clocks and the like.

But these upgrades—accepted or not—have also been disruptive. Most recently, a newscast was interrupted with an upgrade notification, as was a live Twitch stream. Erik Flom was playing Counter-Strike in front of a reported 120,000 people when his computer spontaneously launched the upgrade process. Expect more of these sorts of stories as July nears.