ORACLE CORP, 10-Q filed on 3/11/2025
Quarterly Report
v3.25.0.1
DOCUMENT AND ENTITY INFORMATION - shares
9 Months Ended
Feb. 28, 2025
Mar. 07, 2025
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Feb. 28, 2025  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2025  
Entity Registrant Name Oracle Corporation  
Entity Central Index Key 0001341439  
Current Fiscal Year End Date --05-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   2,804,234,000
Entity File Number 001-35992  
Entity Tax Identification Number 54-2185193  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Address, Address Line One 2300 Oracle Way  
Entity Address, City or Town Austin  
Entity Address State Or Province TX  
Entity Address, Postal Zip Code 78741  
City Area Code 737  
Local Phone Number 867-1000  
Entity Incorporation, State or Country Code DE  
Document Quarterly Report true  
Document Transition Report false  
Common Stock [Member]    
Document Information [Line Items]    
Title of 12(b) Security Common Stock, par value $0.01 per share  
Trading Symbol ORCL  
Security Exchange Name NYSE  
3.125% senior notes due July 2025 [Member]    
Document Information [Line Items]    
Title of 12(b) Security 3.125% senior notes due July 2025  
Security Exchange Name NYSE  
No Trading Symbol Flag true  
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Feb. 28, 2025
May 31, 2024
Current assets:    
Cash and cash equivalents $ 17,406 $ 10,454
Marketable securities 417 207
Trade receivables, net of allowances for credit losses of $556 and $485 as of February 28, 2025 and May 31, 2024, respectively 8,051 7,874
Prepaid expenses and other current assets 4,242 4,019
Total current assets 30,116 22,554
Non-current assets:    
Property, plant and equipment, net 31,970 21,536
Intangible assets, net 5,131 6,890
Goodwill, net 62,171 62,230
Deferred tax assets 11,799 12,273
Other non-current assets 20,191 15,493
Total non-current assets 131,262 118,422
Total assets 161,378 140,976
Current liabilities:    
Notes payable and other borrowings, current 8,167 10,605
Accounts payable 2,423 2,357
Accrued compensation and related benefits 1,839 1,916
Deferred revenues 9,019 9,313
Other current liabilities 8,175 7,353
Total current liabilities 29,623 31,544
Non-current liabilities:    
Notes payable and other borrowings, non-current 88,109 76,264
Income taxes payable 9,813 10,817
Deferred tax liabilities 2,208 3,692
Other non-current liabilities 14,364 9,420
Total non-current liabilities 114,494 100,193
Commitments and contingencies
Oracle Corporation stockholders' deficit:    
Preferred stock, $0.01 par value—authorized: 1.0 shares; outstanding: none 0 0
Common stock, $0.01 par value and additional paid in capital - authorized: 11,000 shares; outstanding: 2,803 shares and 2,755 shares as of February 28, 2025 and May 31, 2024, respectively 35,691 32,764
Accumulated deficit (17,368) (22,628)
Accumulated other comprehensive loss (1,593) (1,432)
Total Oracle Corporation stockholders' deficit 16,730 8,704
Noncontrolling interests 531 535
Total stockholders' deficit 17,261 9,239
Total liabilities and stockholders' deficit $ 161,378 $ 140,976
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($)
shares in Millions, $ in Millions
Feb. 28, 2025
May 31, 2024
Statement of Financial Position [Abstract]    
Allowance for credit losses $ 556 $ 485
Preferred stock par value per share $ 0.01 $ 0.01
Preferred stock shares authorized 1.0 1.0
Preferred stock shares outstanding 0.0 0.0
Common stock par value per share $ 0.01 $ 0.01
Common stock shares authorized 11,000.0 11,000.0
Common stock shares outstanding 2,803.0 2,755.0
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Revenues:        
Cloud services and license support $ 11,007 $ 9,963 $ 32,331 $ 29,149
Cloud license and on-premise license 1,129 1,256 3,194 3,243
Hardware 703 754 2,086 2,224
Services 1,291 1,307 3,885 4,058
Total revenues 14,130 13,280 41,496 38,674
Operating expenses:        
Cloud services and license support [1] 2,882 2,452 8,226 6,905
Hardware [1] 197 217 530 649
Services [1] 1,116 1,200 3,430 3,665
Sales and marketing [1] 2,119 2,042 6,345 6,161
Research and development 2,429 2,248 7,206 6,689
General and administrative 390 377 1,135 1,146
Amortization of intangible assets 548 749 1,763 2,267
Acquisition related and other 28 155 72 214
Restructuring 63 90 220 311
Total operating expenses 9,772 9,530 28,927 28,007
Operating income 4,358 3,750 12,569 10,667
Interest expense (892) (876) (2,600) (2,636)
Non-operating (expenses) income, net (18) (9) 39 (72)
Income before income taxes 3,448 2,865 10,008 7,959
Provision for income taxes 512 464 992 636
Net income $ 2,936 $ 2,401 $ 9,016 $ 7,323
Earnings per share:        
Basic $ 1.05 $ 0.87 $ 3.24 $ 2.67
Diluted $ 1.02 $ 0.85 $ 3.15 $ 2.6
Weighted average common shares outstanding:        
Basic 2,799 2,748 2,783 2,741
Diluted 2,874 2,819 2,865 2,820
[1] Exclusive of amortization of intangible assets, which is shown separately.
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Statement of Comprehensive Income [Abstract]        
Net income $ 2,936 $ 2,401 $ 9,016 $ 7,323
Other comprehensive (loss) income, net of tax:        
Net foreign currency translation (losses) gains (54) (35) (51) 7
Net unrealized (losses) gains on cash flow hedges (19) (3) (107) 52
Other, net (1) (1) (3) (3)
Total other comprehensive (loss) income, net (74) (39) (161) 56
Comprehensive income $ 2,862 $ 2,362 $ 8,855 $ 7,379
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($)
$ in Millions
Total
Common Stock and Additional Paid in Capital
Accumulated Deficit
Other Stockholders' Equity, Net
Balance, beginning of period at May. 31, 2023   $ 30,215 $ (27,620) $ (1,039)
Other comprehensive (loss) income, net $ 56     56
Common stock issued   454    
Stock-based compensation   2,927    
Repurchases of common stock (1,100) (103) (947)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (1,865)    
Cash dividends declared     (3,289)  
Net income     7,323  
Other, net   (6)   76
Balance, end of period at Feb. 29, 2024 $ 6,182 31,622 (24,533) (907)
Cash dividends declared per common share $ 1.2      
Balance, beginning of period at Nov. 30, 2023 $ 6,182 30,724 (25,431) (915)
Other comprehensive (loss) income, net (39)     (39)
Common stock issued   28    
Stock-based compensation   1,048    
Repurchases of common stock   (46) (404)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (132)    
Cash dividends declared     (1,099)  
Net income     2,401  
Other, net   0   47
Balance, end of period at Feb. 29, 2024 $ 6,182 31,622 (24,533) (907)
Cash dividends declared per common share $ 0.4      
Balance, beginning of period at May. 31, 2024 $ 9,239 32,764 (22,628) (897)
Other comprehensive (loss) income, net (161)     (161)
Common stock issued   520    
Stock-based compensation   3,374    
Repurchases of common stock (450) (34) (416)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (900)    
Cash dividends declared     (3,340)  
Net income     9,016  
Other, net   (33)   (4)
Balance, end of period at Feb. 28, 2025 $ 17,261 35,691 (17,368) (1,062)
Cash dividends declared per common share $ 1.2      
Balance, beginning of period at Nov. 30, 2024   34,310 (19,045) (1,029)
Other comprehensive (loss) income, net $ (74)     (74)
Common stock issued   213    
Stock-based compensation   1,198    
Repurchases of common stock   (10) (140)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (1)    
Cash dividends declared     (1,119)  
Net income     2,936  
Other, net   (19)   41
Balance, end of period at Feb. 28, 2025 $ 17,261 $ 35,691 $ (17,368) $ (1,062)
Cash dividends declared per common share $ 0.4      
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Cash flows from operating activities:    
Net income $ 9,016 $ 7,323
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 2,715 2,318
Amortization of intangible assets 1,763 2,267
Deferred income taxes (1,097) (1,755)
Stock-based compensation 3,374 2,927
Other, net 422 631
Changes in operating assets and liabilities:    
Increase in trade receivables, net (312) (409)
Decrease in prepaid expenses and other assets 603 457
Decrease in accounts payable and other liabilities (633) (682)
Decrease in income taxes payable (1,222) (788)
Increase in deferred revenues 35 303
Net cash provided by operating activities 14,664 12,592
Cash flows from investing activities:    
Purchases of marketable securities and other investments (838) (674)
Proceeds from sales and maturities of marketable securities and other investments 444 207
Acquisitions, net of cash acquired 0 (59)
Capital expenditures (12,135) (4,068)
Net cash used for investing activities (12,529) (4,594)
Cash flows from financing activities:    
Payments for repurchases of common stock (450) (1,050)
Proceeds from issuances of common stock 520 454
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards (900) (1,865)
Payments of dividends to stockholders (3,340) (3,289)
(Repayments of) proceeds from issuances of commercial paper, net (396) 936
Proceeds from issuances of senior notes and term loan credit agreements, net of issuance costs 19,548 0
Repayments of senior notes and term loan credit agreements (9,771) (3,500)
Other, net (299) 34
Net cash provided by (used for) financing activities 4,912 (8,280)
Effect of exchange rate changes on cash and cash equivalents (95) (2)
Net increase (decrease) in cash and cash equivalents 6,952 (284)
Cash and cash equivalents at beginning of period 10,454 9,765
Cash and cash equivalents at end of period 17,406 9,481
Non-cash investing activities:    
Unpaid capital expenditures $ 1,846 $ 941
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Pay vs Performance Disclosure        
Net Income (Loss) $ 2,936 $ 2,401 $ 9,016 $ 7,323
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Feb. 28, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Our Section 16 officers and directors (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans for the purchase or sale of Oracle stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the quarter ended February 28, 2025, the following Section 16 officer adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 under Regulation S-K of the Exchange Act):

Jeffrey O. Henley, our Vice Chairman of the Board of Directors, adopted a new trading plan on December 31, 2024. Mr. Henley’s plan is scheduled to terminate on July 2, 2025, subject to early termination for certain specified events set forth therein. The trading plan is intended to permit Mr. Henley to exercise and sell 400,000 stock options expiring on July 2, 2025.

The Rule 10b5-1 trading arrangement described above was adopted and precleared in accordance with Oracle’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.

Jeffrey O. Henley [Member]  
Trading Arrangements, by Individual  
Name Jeffrey O. Henley
Title Vice Chairman of the Board of Directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 31, 2024
Expiration Date July 2, 2025
Arrangement Duration 184 days
Aggregate Available 400,000
v3.25.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER
9 Months Ended
Feb. 28, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER
1.
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER

Basis of Presentation

We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending May 31, 2025.

There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the nine months ended February 28, 2025.

Use of Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.

During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025. Based on the carrying value of our servers and networking equipment as of May 31, 2024, this change in accounting estimate decreased our total operating expenses by $181 million and increased our net income by $136 million, or $0.05 per both basic and diluted share, for the third quarter of fiscal 2025 and decreased our total operating expenses by $567 million and increased our net income by $442 million, or $0.16 per basic and $0.15 per diluted share, for the first nine months of fiscal 2025.

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of February 28, 2025 and May 31, 2024 and our condensed consolidated statements of cash flows for the nine months ended February 28, 2025 and February 29, 2024 was immaterial.

Remaining Performance Obligations from Contracts with Customers

Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of February 28, 2025 and May 31, 2024. The revenues recognized during the nine months ended February 28, 2025 and February 29, 2024 that were included in the opening deferred revenues balances as of May 31, 2024 and 2023 were approximately $8.6 billion and $8.5 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial in each of the three and nine months ended February 28, 2025 and February 29, 2024, respectively.

Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, were $130.2 billion as of February 28, 2025, of which we expect to recognize approximately 31% as revenues over the next twelve months, 40% over the subsequent month 13 to month 36, 25% over the subsequent month 37 to month 60 and the remainder thereafter.

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $306 million and $1.2 billion for the three and nine months ended February 28, 2025, respectively, and $269 million and $1.1 billion for the three and nine months ended February 29, 2024, respectively.

Non-Marketable Investments

As of each of February 28, 2025 and May 31, 2024, our non-marketable debt investments and equity securities and related instruments totaled $2.0 billion, and are included in other non-current assets in the accompanying condensed consolidated balance sheets and are subject to periodic credit losses and impairment reviews. Certain of these non-marketable equity securities and related instruments are adjusted for observable price changes from orderly transactions. The majority of the non-marketable investments held as of these dates were with Ampere Computing Holdings LLC (Ampere), a related party entity in which we have an ownership interest of approximately 29% as of February 28, 2025. We follow the equity method of accounting for our investment in Ampere and our share of loss under the equity method of accounting is recorded in the non-operating (expenses) income, net line item in our condensed consolidated statements of operations. We also have convertible debt investments in Ampere which, under the terms of an agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the nine months ended February 28, 2025, we invested an aggregate of $225 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere after accounting for losses under the equity method of accounting was $1.5 billion as of February 28, 2025. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $450 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. If either of such options is exercised by us or our co-investors, we would obtain control of Ampere and consolidate its results with our results of operations. Ampere has historically generated net losses.

Leases

We have operating and finance leases that primarily relate to certain of our data centers and facilities. Right-of-Use (ROU) assets related to our operating leases, which are included in other non-current assets in our condensed

consolidated balance sheets, were $11.7 billion and $7.3 billion as of February 28, 2025 and May 31, 2024, respectively, and ROU assets related to our finance leases, which are included in property, plant and equipment, net in our condensed consolidated balance sheets, were $894 million as of February 28, 2025 (and none as of May 31, 2024). Lease liabilities are included in other current liabilities and other non-current liabilities in our condensed consolidated balance sheets. Total operating lease liabilities were $12.0 billion and $7.5 billion as of February 28, 2025 and May 31, 2024, respectively, and total finance lease liabilities were $900 million as of February 28, 2025 (and none as of May 31, 2024).

Total operating and finance lease expenses were $454 million and $324 million for the three months ended February 28, 2025 and February 29, 2024, respectively, and $1.2 billion and $840 million for the nine months ended February 28, 2025 and February 29, 2024, respectively.

Operating lease payments and interest payments on finance leases were $1.2 billion and $839 million for the nine months ended February 28, 2025 and February 29, 2024, respectively.

As of February 28, 2025, we had $48.4 billion of additional lease commitments, primarily for data centers, that are generally expected to commence between fiscal 2025 and fiscal 2027 and for terms of ten to fifteen years that were not reflected on our condensed consolidated balance sheets as of February 28, 2025.

Acquisition Related and Other Expenses

Acquisition related and other expenses primarily consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Transitional and other employee related costs

 

$

 

 

$

5

 

 

$

3

 

 

$

17

 

Business combination adjustments, net

 

 

1

 

 

 

4

 

 

 

(4

)

 

 

17

 

Other, net

 

 

27

 

 

 

146

 

 

 

73

 

 

 

180

 

Total acquisition related and other expenses

 

$

28

 

 

$

155

 

 

$

72

 

 

$

214

 

Non-Operating (Expenses) Income, net

Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net losses related to marketable and non-marketable investments, including losses attributable to equity method investments (primarily Ampere) and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan and non-service net periodic pension income and losses.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Interest income

 

$

135

 

 

$

111

 

 

$

418

 

 

$

380

 

Foreign currency losses, net

 

 

(37

)

 

 

(59

)

 

 

(96

)

 

 

(172

)

Noncontrolling interests in income

 

 

(48

)

 

 

(51

)

 

 

(138

)

 

 

(130

)

Losses from marketable and non-marketable investments, net

 

 

(59

)

 

 

(94

)

 

 

(236

)

 

 

(290

)

Other (expenses) income, net

 

 

(9

)

 

 

84

 

 

 

91

 

 

 

140

 

Total non-operating (expenses) income, net

 

$

(18

)

 

$

(9

)

 

$

39

 

 

$

(72

)

 

Recent Accounting Pronouncements

Segment Reporting: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements. ASU 2023-07 is effective for us for our annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-07 on our consolidated financial statements.

Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the disclosures required for income taxes in our annual consolidated financial statements. ASU 2023-09 is effective for us for our annual reporting for fiscal 2026 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-09 on our consolidated financial statements.

Income Statement: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03) and also issued subsequent guidance clarifying the effective date of the initial guidance (collectively Subtopic 220-40), which enhances the disclosures required for expense disaggregation in our annual and interim consolidated financial statements. This guidance is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of Subtopic 220-40 on our consolidated financial statements.

v3.25.0.1
FAIR VALUE MEASUREMENTS
9 Months Ended
Feb. 28, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS
2.
FAIR VALUE MEASUREMENTS

We perform fair value measurements in accordance with FASB ASC 820, Fair Value Measurement (ASC 820). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:

Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1 and Level 2 inputs are defined above):

 

 

 

February 28, 2025

 

 

May 31, 2024

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

(in millions)

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

9,927

 

 

$

 

 

$

9,927

 

 

$

2,620

 

 

$

 

 

$

2,620

 

Time deposits and other

 

 

50

 

 

 

512

 

 

 

562

 

 

 

48

 

 

 

262

 

 

 

310

 

Derivative financial instruments

 

 

 

 

 

72

 

 

 

72

 

 

 

 

 

 

179

 

 

 

179

 

Total assets

 

$

9,977

 

 

$

584

 

 

$

10,561

 

 

$

2,668

 

 

$

441

 

 

$

3,109

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

 

 

$

93

 

 

$

93

 

 

$

 

 

$

96

 

 

$

96

 

 

Our cash equivalents and marketable securities investments consist of money market funds, time deposits and marketable equity securities. Marketable securities as presented per our condensed consolidated balance sheets included debt securities with original maturities at the time of purchase greater than three months and the remainder of the debt securities were included in cash and cash equivalents. We classify our marketable debt securities as available-for-sale debt securities at the time of purchase and reevaluate such classification as of each balance sheet date. As of February 28, 2025 and May 31, 2024, all of our marketable debt securities investments mature within one year. Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others.

Based on the trading prices of the $96.3 billion and $86.5 billion of senior notes and other long-term borrowings and the related fair value hedges that we had outstanding as of February 28, 2025 and May 31, 2024, respectively, the estimated fair values of the senior notes and other long-term borrowings and the related fair value hedges using Level 2 inputs at February 28, 2025 and May 31, 2024 were $88.8 billion and $77.2 billion, respectively.

v3.25.0.1
NOTES PAYABLE AND OTHER BORROWINGS
9 Months Ended
Feb. 28, 2025
Debt Disclosure [Abstract]  
NOTES PAYABLE AND OTHER BORROWINGS
3.
NOTES PAYABLE AND OTHER BORROWINGS

Senior Notes

In the first nine months of fiscal 2025, we issued $14.0 billion, par value, of senior notes comprised of the following:

 

 

 

 

 

February 28, 2025

(Dollars in millions)

 

Date of
Issuance

 

Amount

 

 

Effective
Interest
Rate

Fixed-rate senior notes:

 

 

 

 

 

 

 

$1,500, 4.80%, due August 2028

 

February 2025

 

$

1,500

 

 

4.94%

$1,500, 4.20%, due September 2029

 

September 2024

 

 

1,500

 

 

4.27%

$1,250, 5.25%, due February 2032

 

February 2025

 

 

1,250

 

 

5.36%

$1,750, 4.70%, due September 2034

 

September 2024

 

 

1,750

 

 

4.77%

$1,750, 5.50%, due August 2035

 

February 2025

 

 

1,750

 

 

5.55%

$1,750, 5.375%, due September 2054

 

September 2024

 

 

1,750

 

 

5.43%

$1,750, 6.00%, due August 2055

 

February 2025

 

 

1,750

 

 

6.04%

$1,250, 5.50%, due September 2064

 

September 2024

 

 

1,250

 

 

5.55%

$1,000, 6.125%, due August 2065

 

February 2025

 

 

1,000

 

 

6.17%

Floating-rate senior notes:

 

 

 

 

 

 

 

$500, Compounded SOFR plus 0.76%, due August 2028

 

February 2025

 

 

500

 

 

5.28%

Total senior notes

 

 

 

$

14,000

 

 

 

Unamortized discount/issuance costs

 

 

 

 

(77

)

 

 

Total senior notes, net

 

 

 

$

13,923

 

 

 

 

We issued the senior notes to repay all or a portion of senior notes due between November 2024 and July 2026, and to pay accrued interest and any related premiums, fees and expenses in connection therewith; to make scheduled payments of principal and interest on borrowings under a term loan credit agreement executed in June 2024; to repay all or a portion of commercial paper notes outstanding; and to use any remaining net proceeds from the borrowing for general corporate purposes, which may include stock repurchases, payment of cash dividends on our common stock, repayment of other indebtedness and future acquisitions. The interest is payable semi-annually for the fixed-rate senior notes and quarterly for the floating-rate senior notes. We may redeem some or all of the fixed-rate senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances.

The senior notes rank pari passu with any other existing and future unsecured and unsubordinated indebtedness of Oracle. All existing and future indebtedness and liabilities of the subsidiaries of Oracle are or will be effectively senior to the senior notes. We were in compliance with all senior notes-related covenants as of February 28, 2025. The material terms and conditions of the senior notes are set forth in, and the foregoing description of the senior notes is qualified in its entirety by reference to, the Officers’ Certificates filed as Exhibit 4.1 to Oracle’s Current Report on Form 8-K filed on September 27, 2024 and filed herewith as Exhibit 4.01 and incorporated by reference herein.

There have been no other significant changes in our notes payable or other borrowing arrangements that were disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

v3.25.0.1
RESTRUCTURING ACTIVITIES
9 Months Ended
Feb. 28, 2025
Restructuring and Related Activities [Abstract]  
RESTRUCTURING ACTIVITIES
4.
RESTRUCTURING ACTIVITIES

Fiscal 2024 Oracle Restructuring Plan

During fiscal 2024, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2024 Restructuring Plan). In the first nine months of fiscal 2025, our management supplemented the 2024 Restructuring Plan to reflect additional actions that we expect to take. The total estimated restructuring costs associated with the 2024 Restructuring Plan are up to $679 million and will be recorded to the restructuring expense line item within our condensed consolidated statements of operations as they are incurred through the end of the plan. We recorded $227 million and $336 million of restructuring expenses in connection with the 2024 Restructuring Plan during the nine months ended February 28, 2025 and February 29, 2024, respectively. Any changes to the estimates of executing the 2024 Restructuring Plan will be reflected in our future results of operations.

Summary of All Plans

 

 

 

Accrued

 

 

Nine Months Ended February 28, 2025

 

 

Accrued

 

 

Total
Costs

 

 

Total
Expected

 

(in millions)

 

May 31,
2024
(2)

 

 

Initial
Costs
(3)

 

 

Adj. to
Cost
(4)

 

 

Cash
Payments

 

 

Others(5)

 

 

February 28,
2025
(2)

 

 

Accrued
to Date

 

 

Program
Costs

 

2024 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

87

 

 

$

78

 

 

$

(4

)

 

$

(90

)

 

$

(2

)

 

$

69

 

 

$

269

 

 

$

273

 

Hardware

 

 

4

 

 

 

7

 

 

 

 

 

 

(6

)

 

 

 

 

 

5

 

 

 

16

 

 

 

20

 

Services

 

 

12

 

 

 

29

 

 

 

 

 

 

(19

)

 

 

 

 

 

22

 

 

 

74

 

 

 

77

 

Other

 

 

49

 

 

 

118

 

 

 

(1

)

 

 

(110

)

 

 

 

 

 

56

 

 

 

300

 

 

 

309

 

Total 2024 Restructuring Plan

 

$

152

 

 

$

232

 

 

$

(5

)

 

$

(225

)

 

$

(2

)

 

$

152

 

 

$

659

 

 

$

679

 

Total other restructuring plans(6)

 

$

84

 

 

$

 

 

$

(7

)

 

$

(24

)

 

$

(1

)

 

$

52

 

 

 

 

 

 

 

Total restructuring plans

 

$

236

 

 

$

232

 

 

$

(12

)

 

$

(249

)

 

$

(3

)

 

$

204

 

 

 

 

 

 

 

 

(1)
Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs.
(2)
As of February 28, 2025 and May 31, 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.
(3)
Costs recorded for the respective restructuring plans during the period presented.
(4)
All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.
(5)
Represents foreign currency translation and certain other non-cash adjustments.
(6)
Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.
v3.25.0.1
DEFERRED REVENUES
9 Months Ended
Feb. 28, 2025
Deferred Revenue Disclosure [Abstract]  
DEFERRED REVENUES
5.
DEFERRED REVENUES

Deferred revenues consisted of the following:

 

(in millions)

 

February 28,
2025

 

 

May 31,
2024

 

Cloud services and license support

 

$

8,048

 

 

$

8,203

 

Hardware

 

 

559

 

 

 

546

 

Services

 

 

372

 

 

 

512

 

Cloud license and on-premise license

 

 

40

 

 

 

52

 

Deferred revenues, current

 

 

9,019

 

 

 

9,313

 

Deferred revenues, non-current (in other non-current liabilities)

 

 

1,349

 

 

 

1,233

 

Total deferred revenues

 

$

10,368

 

 

$

10,546

 

 

Deferred cloud services and license support revenues and deferred hardware revenues substantially represent customer payments made in advance for cloud or support contracts that are typically billed in advance with corresponding revenues generally being recognized ratably or based upon customer usage over the respective contractual periods. Deferred services revenues include prepayments for our services business and revenues for these services are generally recognized as the services are performed. Deferred cloud license and on-premise license revenues typically resulted from customer payments that related to undelivered products and services or specified enhancements.

v3.25.0.1
STOCKHOLDERS' EQUITY
9 Months Ended
Feb. 28, 2025
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY
6.
STOCKHOLDERS’ EQUITY

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of February 28, 2025, approximately $6.5 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 2.9 million shares for $450 million during the nine months ended February 28, 2025 and 9.4 million shares for $1.1 billion during the nine months ended February 29, 2024 under the stock repurchase program.

Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

Dividends on Common Stock

In March 2025, our Board of Directors declared a quarterly cash dividend of $0.50 per share of our outstanding common stock, an increase of $0.10 per share over the dividend declared in December 2024. The dividend is payable on April 23, 2025 to stockholders of record as of the close of business on April 10, 2025. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Fiscal 2025 Stock‑Based Awards Activity and Compensation Expense

During the first nine months of fiscal 2025, we issued 35 million restricted stock-based units (RSUs), substantially all of which were part of our annual stock-based award process and are subject to service-based vesting restrictions.

These fiscal 2025 stock-based award issuances were partially offset by stock-based award forfeitures and cancellations of 5 million shares during the first nine months of fiscal 2025.

The RSUs that were granted during the nine months ended February 28, 2025 have substantially similar vesting restrictions and contractual lives and were valued using methodologies of a similar nature as those described in Note 12 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

Stock-based compensation expense is included in the following operating expense line items in our condensed consolidated statements of operations:

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Cloud services and license support

 

$

160

 

 

$

138

 

 

$

459

 

 

$

386

 

Hardware

 

 

8

 

 

 

6

 

 

 

21

 

 

 

17

 

Services

 

 

54

 

 

 

45

 

 

 

150

 

 

 

123

 

Sales and marketing

 

 

200

 

 

 

179

 

 

 

556

 

 

 

488

 

Research and development

 

 

675

 

 

 

584

 

 

 

1,902

 

 

 

1,642

 

General and administrative

 

 

101

 

 

 

96

 

 

 

286

 

 

 

271

 

Total stock-based compensation

 

$

1,198

 

 

$

1,048

 

 

$

3,374

 

 

$

2,927

 

v3.25.0.1
INCOME TAXES
9 Months Ended
Feb. 28, 2025
Income Tax Disclosure [Abstract]  
INCOME TAXES
7.
INCOME TAXES

Our effective tax rates for each of the periods presented are the result of the mix of income earned and losses incurred in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income. Our effective tax rates were 14.9% and 9.9% for the three and nine months ended February 28, 2025, respectively, and 16.2% and 8.0% for the three and nine months ended February 29, 2024, respectively.

Our net deferred tax assets were $9.6 billion and $8.6 billion as of February 28, 2025 and May 31, 2024, respectively. We believe that it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2022. Our U.S. federal income tax returns have been examined for all years prior to fiscal 2013 and, with some exceptions, we are no longer subject to audit for those periods. Our U.S. state income tax returns, with some exceptions, have been examined for all years prior to fiscal 2010, and we are no longer subject to audit for those periods.

Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining or have examined returns of Oracle and various acquired entities for years through fiscal 2024. Many of the relevant tax years are at an advanced stage in examination or subsequent controversy resolution processes. With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 2001.

We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, Egypt, India, Indonesia, Israel, Italy, Pakistan, Saudi Arabia, South Korea and Spain, where the amounts under controversy are significant. In some, although not all, cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities or final outcomes in judicial proceedings and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense.

We believe that we have adequately provided under GAAP for outcomes related to our tax audits. However, there can be no assurances as to the possible outcomes or any related financial statement effect thereof.

v3.25.0.1
SEGMENT INFORMATION
9 Months Ended
Feb. 28, 2025
Segment Reporting [Abstract]  
SEGMENT INFORMATION
8.
SEGMENT INFORMATION

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision makers (CODMs) are our Chief Executive Officer and Chief Technology Officer. We are organized by line of business and geographically. While our CODMs evaluate results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. The tabular information below presents financial information that is provided to our CODMs for their review and assists our CODMs with evaluating the company’s performance and allocating company resources.

We have three businesses—cloud and license, hardware and services—each of which is comprised of a single operating segment. All three of our businesses market and sell our offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs.

Our cloud and license business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models including our cloud services and license support offerings; and our cloud license and on-premise license offerings. Cloud services and license support revenues are generated from offerings that are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Cloud services and license support contracts provide customers with access to the latest updates to the applications and infrastructure technologies as they become available and for which the customer contracted and also include related technical support services over the contractual term. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise information technology (IT) environments. We generally recognize revenues at the point in time the software is made available to the customer to download and use, which typically is immediate upon signature of the license contract. In each fiscal year, our cloud and license business’ contractual activities are typically highest in our fourth fiscal quarter and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts.

Our hardware business provides infrastructure technologies including Oracle Engineered Systems, servers, storage, industry-specific hardware, operating systems, virtualization, management and other hardware-related software to support diverse IT environments. Our hardware business also offers hardware support, which provides customers

with software updates for the software components that are essential to the functionality of their hardware products and can also include product repairs, maintenance services and technical support services that are typically delivered and recognized ratably over the contractual term.

Our services business provides services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies.

We do not track our assets for each business. Consequently, it is not practical to show assets by operating segment.

The following table presents summary results for each of our three businesses:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

12,136

 

 

$

11,219

 

 

$

35,525

 

 

$

32,392

 

Cloud services and license support expenses

 

 

2,690

 

 

 

2,288

 

 

 

7,667

 

 

 

6,433

 

Sales and marketing expenses

 

 

1,817

 

 

 

1,758

 

 

 

5,477

 

 

 

5,339

 

Margin(1)

 

$

7,629

 

 

$

7,173

 

 

$

22,381

 

 

$

20,620

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

703

 

 

$

754

 

 

$

2,086

 

 

$

2,224

 

Hardware products and support expenses

 

 

187

 

 

 

208

 

 

 

499

 

 

 

623

 

Sales and marketing expenses

 

 

66

 

 

 

72

 

 

 

201

 

 

 

220

 

Margin(1)

 

$

450

 

 

$

474

 

 

$

1,386

 

 

$

1,381

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,291

 

 

$

1,307

 

 

$

3,885

 

 

$

4,058

 

Services expenses

 

 

1,029

 

 

 

1,120

 

 

 

3,174

 

 

 

3,431

 

Margin(1)

 

$

262

 

 

$

187

 

 

$

711

 

 

$

627

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

14,130

 

 

$

13,280

 

 

$

41,496

 

 

$

38,674

 

Expenses

 

 

5,789

 

 

 

5,446

 

 

 

17,018

 

 

 

16,046

 

Margin(1)

 

$

8,341

 

 

$

7,834

 

 

$

24,478

 

 

$

22,628

 

 

(1)
The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating (expenses) income, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our condensed consolidated statements of operations.

The following table reconciles total margin for operating segments to income before income taxes:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Total margin for operating segments

 

$

8,341

 

 

$

7,834

 

 

$

24,478

 

 

$

22,628

 

Research and development

 

 

(2,429

)

 

 

(2,248

)

 

 

(7,206

)

 

 

(6,689

)

General and administrative

 

 

(390

)

 

 

(377

)

 

 

(1,135

)

 

 

(1,146

)

Amortization of intangible assets

 

 

(548

)

 

 

(749

)

 

 

(1,763

)

 

 

(2,267

)

Acquisition related and other

 

 

(28

)

 

 

(155

)

 

 

(72

)

 

 

(214

)

Restructuring

 

 

(63

)

 

 

(90

)

 

 

(220

)

 

 

(311

)

Stock-based compensation for operating segments

 

 

(422

)

 

 

(368

)

 

 

(1,186

)

 

 

(1,014

)

Expense allocations and other, net

 

 

(103

)

 

 

(97

)

 

 

(327

)

 

 

(320

)

Interest expense

 

 

(892

)

 

 

(876

)

 

 

(2,600

)

 

 

(2,636

)

Non-operating (expenses) income, net

 

 

(18

)

 

 

(9

)

 

 

39

 

 

 

(72

)

Income before income taxes

 

$

3,448

 

 

$

2,865

 

 

$

10,008

 

 

$

7,959

 

Disaggregation of Revenues

We have considered information that is regularly reviewed by our CODMs in evaluating financial performance and disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues to depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our condensed consolidated statements of operations.

The following table is a summary of our total revenues by geographic region:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Americas

 

$

9,000

 

 

$

8,270

 

 

$

26,305

 

 

$

24,177

 

EMEA(1)

 

 

3,421

 

 

 

3,316

 

 

 

10,029

 

 

 

9,491

 

Asia Pacific

 

 

1,709

 

 

 

1,694

 

 

 

5,162

 

 

 

5,006

 

Total revenues

 

$

14,130

 

 

$

13,280

 

 

$

41,496

 

 

$

38,674

 

 

(1)
Comprised of Europe, the Middle East and Africa

The following table presents our cloud services and license support revenues by offerings:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Cloud services

 

$

6,210

 

 

$

5,054

 

 

$

17,769

 

 

$

14,464

 

License support

 

 

4,797

 

 

 

4,909

 

 

 

14,562

 

 

 

14,685

 

Total cloud services and license support revenues

 

$

11,007

 

 

$

9,963

 

 

$

32,331

 

 

$

29,149

 

 

The following table presents our cloud services and license support revenues by applications and infrastructure ecosystems:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Applications cloud services and license support

 

$

4,811

 

 

$

4,584

 

 

$

14,363

 

 

$

13,529

 

Infrastructure cloud services and license support

 

 

6,196

 

 

 

5,379

 

 

 

17,968

 

 

 

15,620

 

Total cloud services and license support revenues

 

$

11,007

 

 

$

9,963

 

 

$

32,331

 

 

$

29,149

 

v3.25.0.1
EARNINGS PER SHARE
9 Months Ended
Feb. 28, 2025
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
9.
EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options and shares issuable under the employee stock purchase plan as applicable pursuant to the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions, except per share data)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Net income

 

$

2,936

 

 

$

2,401

 

 

$

9,016

 

 

$

7,323

 

Weighted-average common shares outstanding

 

 

2,799

 

 

 

2,748

 

 

 

2,783

 

 

 

2,741

 

Dilutive effect of employee stock plans

 

 

75

 

 

 

71

 

 

 

82

 

 

 

79

 

Dilutive weighted-average common shares outstanding

 

 

2,874

 

 

 

2,819

 

 

 

2,865

 

 

 

2,820

 

Basic earnings per share

 

$

1.05

 

 

$

0.87

 

 

$

3.24

 

 

$

2.67

 

Diluted earnings per share

 

$

1.02

 

 

$

0.85

 

 

$

3.15

 

 

$

2.60

 

Anti-dilutive stock awards excluded from calculation(1)

 

 

22

 

 

 

27

 

 

 

23

 

 

 

27

 

 

(1)
These stock awards primarily relate to contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.25.0.1
LEGAL PROCEEDINGS
9 Months Ended
Feb. 28, 2025
Legal Proceedings [Abstract]  
LEGAL PROCEEDINGS
10.
LEGAL PROCEEDINGS

Derivative Litigation Concerning Oracle’s NetSuite Acquisition

On May 3 and July 18, 2017, two alleged stockholders filed separate derivative lawsuits in the Court of Chancery of the State of Delaware, purportedly on Oracle’s behalf. Thereafter, the court consolidated the two derivative cases and designated the July 18, 2017 complaint as the operative complaint. The consolidated lawsuit was brought against all the then-current members and one former member of our Board of Directors, and Oracle as a nominal defendant. Plaintiffs alleged that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. at an excessive price. The complaint, which was amended several times, sought declaratory relief, unspecified monetary damages (including interest) and attorneys’ fees and costs.

After various proceedings, the case proceeded to trial on July 18, 2022, and on May 12, 2023, the court issued its trial ruling, rejecting plaintiffs’ claims and finding for the two remaining defendants: our Chief Executive Officer and our Chief Technology Officer. Plaintiffs appealed, and on January 21, 2025, the Supreme Court of Delaware, sitting en banc, affirmed the trial court’s opinion in favor of defendants. This matter is now concluded.

Netherlands Privacy Class Action

On August 14, 2020, The Privacy Collective (TPC), a foundation having its registered office in Amsterdam, filed a purported class action lawsuit against Oracle Nederland B.V, Oracle Corporation and Oracle America, Inc. (the Oracle Defendants), Salesforce.com, Inc. and SFDC Netherlands B.V. in the District Court of Amsterdam. TPC alleges that the Oracle Defendants’ Data Management Platform product violates certain articles of the EU Charter of Fundamental Rights, the General Data Protection Regulation (GDPR) and the Dutch Telecommunications Act (Telecommunicatiewet). TPC claims damages under a number of categories, including: “immaterial damages” (at a fixed amount of €500 per Dutch internet user); “material damages” (in that the costs of loss of control over personal data should be equated to the market value of the personal data for parties like the Oracle Defendants); compensation for losses suffered due to an alleged data breach (at a fixed amount of €100 per Dutch internet user); and compensation for the costs of the litigation funder (10% to 25% of the compensation awarded); and the (actual) cost of the proceedings and extrajudicial costs.

We filed our defense on March 3, 2021, and on December 29, 2021, the District Court issued a judgment, holding that all of TPC’s claims were deemed inadmissible because of fundamental procedural flaws. TPC filed an appeal with the Court of Appeal in Amsterdam challenging the District Court’s judgment, except for the claims regarding the alleged data breach, which were dropped. On June 18, 2024, the Court of Appeal overturned the District Court’s decision regarding admissibility, thus permitting the case to proceed. We requested that the Court of Appeal permit an interim appeal to the Dutch Supreme Court and/or the European Court of Justice. On September 24, 2024, the Court of Appeal issued a judgment confirming that TPC’s claims are admissible and referred the matter back to the District Court of Amsterdam for a decision on the merits of TPC’s claims, including TPC’s claims for damages under article 82 of the GDPR. The Court of Appeal also granted Oracle’s request for an interim appeal to the Supreme Court, appealing the June 18 and the September 24, 2024, judgments.

Oracle filed its statement of appeal with the Dutch Supreme Court on December 20, 2024, and TPC appeared in the proceedings on January 31, 2025. The filing of the Supreme Court appeal effectively suspended proceedings before the District Court pursuant to applicable procedural rules. TPC filed its statement of defense in response to our Supreme Court appeal and a counter appeal on February 27, 2025. The appeal has been stayed until March 28, 2025 to allow Oracle to submit a statement of defense to the counter appeal.

We believe that we have meritorious defenses against this action, including defenses to the quantum of damages claimed, and we will continue to vigorously defend it.

While the final outcome of this matter cannot be predicted with certainty and we cannot estimate a range of loss at this time, we do not believe that it will have a material impact on our financial position or results of operations.

Other Litigation

We are party to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.

v3.25.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Policies)
9 Months Ended
Feb. 28, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending May 31, 2025.

There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the nine months ended February 28, 2025.

Use of Estimates

Use of Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.

During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025. Based on the carrying value of our servers and networking equipment as of May 31, 2024, this change in accounting estimate decreased our total operating expenses by $181 million and increased our net income by $136 million, or $0.05 per both basic and diluted share, for the third quarter of fiscal 2025 and decreased our total operating expenses by $567 million and increased our net income by $442 million, or $0.16 per basic and $0.15 per diluted share, for the first nine months of fiscal 2025.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of February 28, 2025 and May 31, 2024 and our condensed consolidated statements of cash flows for the nine months ended February 28, 2025 and February 29, 2024 was immaterial.

Remaining Performance Obligations from Contracts with Customers

Remaining Performance Obligations from Contracts with Customers

Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of February 28, 2025 and May 31, 2024. The revenues recognized during the nine months ended February 28, 2025 and February 29, 2024 that were included in the opening deferred revenues balances as of May 31, 2024 and 2023 were approximately $8.6 billion and $8.5 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial in each of the three and nine months ended February 28, 2025 and February 29, 2024, respectively.

Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, were $130.2 billion as of February 28, 2025, of which we expect to recognize approximately 31% as revenues over the next twelve months, 40% over the subsequent month 13 to month 36, 25% over the subsequent month 37 to month 60 and the remainder thereafter.

Sales of Financing Receivables

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $306 million and $1.2 billion for the three and nine months ended February 28, 2025, respectively, and $269 million and $1.1 billion for the three and nine months ended February 29, 2024, respectively.

Non-Marketable Investments

Non-Marketable Investments

As of each of February 28, 2025 and May 31, 2024, our non-marketable debt investments and equity securities and related instruments totaled $2.0 billion, and are included in other non-current assets in the accompanying condensed consolidated balance sheets and are subject to periodic credit losses and impairment reviews. Certain of these non-marketable equity securities and related instruments are adjusted for observable price changes from orderly transactions. The majority of the non-marketable investments held as of these dates were with Ampere Computing Holdings LLC (Ampere), a related party entity in which we have an ownership interest of approximately 29% as of February 28, 2025. We follow the equity method of accounting for our investment in Ampere and our share of loss under the equity method of accounting is recorded in the non-operating (expenses) income, net line item in our condensed consolidated statements of operations. We also have convertible debt investments in Ampere which, under the terms of an agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the nine months ended February 28, 2025, we invested an aggregate of $225 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere after accounting for losses under the equity method of accounting was $1.5 billion as of February 28, 2025. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $450 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. If either of such options is exercised by us or our co-investors, we would obtain control of Ampere and consolidate its results with our results of operations. Ampere has historically generated net losses.

Leases

Leases

We have operating and finance leases that primarily relate to certain of our data centers and facilities. Right-of-Use (ROU) assets related to our operating leases, which are included in other non-current assets in our condensed

consolidated balance sheets, were $11.7 billion and $7.3 billion as of February 28, 2025 and May 31, 2024, respectively, and ROU assets related to our finance leases, which are included in property, plant and equipment, net in our condensed consolidated balance sheets, were $894 million as of February 28, 2025 (and none as of May 31, 2024). Lease liabilities are included in other current liabilities and other non-current liabilities in our condensed consolidated balance sheets. Total operating lease liabilities were $12.0 billion and $7.5 billion as of February 28, 2025 and May 31, 2024, respectively, and total finance lease liabilities were $900 million as of February 28, 2025 (and none as of May 31, 2024).

Total operating and finance lease expenses were $454 million and $324 million for the three months ended February 28, 2025 and February 29, 2024, respectively, and $1.2 billion and $840 million for the nine months ended February 28, 2025 and February 29, 2024, respectively.

Operating lease payments and interest payments on finance leases were $1.2 billion and $839 million for the nine months ended February 28, 2025 and February 29, 2024, respectively.

As of February 28, 2025, we had $48.4 billion of additional lease commitments, primarily for data centers, that are generally expected to commence between fiscal 2025 and fiscal 2027 and for terms of ten to fifteen years that were not reflected on our condensed consolidated balance sheets as of February 28, 2025.

Acquisition Related and Other Expenses

Acquisition Related and Other Expenses

Acquisition related and other expenses primarily consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Transitional and other employee related costs

 

$

 

 

$

5

 

 

$

3

 

 

$

17

 

Business combination adjustments, net

 

 

1

 

 

 

4

 

 

 

(4

)

 

 

17

 

Other, net

 

 

27

 

 

 

146

 

 

 

73

 

 

 

180

 

Total acquisition related and other expenses

 

$

28

 

 

$

155

 

 

$

72

 

 

$

214

 

Non-Operating (Expenses) Income, net

Non-Operating (Expenses) Income, net

Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net losses related to marketable and non-marketable investments, including losses attributable to equity method investments (primarily Ampere) and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan and non-service net periodic pension income and losses.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Interest income

 

$

135

 

 

$

111

 

 

$

418

 

 

$

380

 

Foreign currency losses, net

 

 

(37

)

 

 

(59

)

 

 

(96

)

 

 

(172

)

Noncontrolling interests in income

 

 

(48

)

 

 

(51

)

 

 

(138

)

 

 

(130

)

Losses from marketable and non-marketable investments, net

 

 

(59

)

 

 

(94

)

 

 

(236

)

 

 

(290

)

Other (expenses) income, net

 

 

(9

)

 

 

84

 

 

 

91

 

 

 

140

 

Total non-operating (expenses) income, net

 

$

(18

)

 

$

(9

)

 

$

39

 

 

$

(72

)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Segment Reporting: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements. ASU 2023-07 is effective for us for our annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-07 on our consolidated financial statements.

Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the disclosures required for income taxes in our annual consolidated financial statements. ASU 2023-09 is effective for us for our annual reporting for fiscal 2026 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-09 on our consolidated financial statements.

Income Statement: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03) and also issued subsequent guidance clarifying the effective date of the initial guidance (collectively Subtopic 220-40), which enhances the disclosures required for expense disaggregation in our annual and interim consolidated financial statements. This guidance is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of Subtopic 220-40 on our consolidated financial statements.

Fair Value Measurements

We perform fair value measurements in accordance with FASB ASC 820, Fair Value Measurement (ASC 820). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:

Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.
Segment Information ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision makers (CODMs) are our Chief Executive Officer and Chief Technology Officer. We are organized by line of business and geographically. While our CODMs evaluate results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. The tabular information below presents financial information that is provided to our CODMs for their review and assists our CODMs with evaluating the company’s performance and allocating company resources
v3.25.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Tables)
9 Months Ended
Feb. 28, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Acquisition Related and Other Expenses

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Transitional and other employee related costs

 

$

 

 

$

5

 

 

$

3

 

 

$

17

 

Business combination adjustments, net

 

 

1

 

 

 

4

 

 

 

(4

)

 

 

17

 

Other, net

 

 

27

 

 

 

146

 

 

 

73

 

 

 

180

 

Total acquisition related and other expenses

 

$

28

 

 

$

155

 

 

$

72

 

 

$

214

 

Non-Operating Income (Expenses), net

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Interest income

 

$

135

 

 

$

111

 

 

$

418

 

 

$

380

 

Foreign currency losses, net

 

 

(37

)

 

 

(59

)

 

 

(96

)

 

 

(172

)

Noncontrolling interests in income

 

 

(48

)

 

 

(51

)

 

 

(138

)

 

 

(130

)

Losses from marketable and non-marketable investments, net

 

 

(59

)

 

 

(94

)

 

 

(236

)

 

 

(290

)

Other (expenses) income, net

 

 

(9

)

 

 

84

 

 

 

91

 

 

 

140

 

Total non-operating (expenses) income, net

 

$

(18

)

 

$

(9

)

 

$

39

 

 

$

(72

)

v3.25.0.1
FAIR VALUE MEASUREMENTS (Tables)
9 Months Ended
Feb. 28, 2025
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

 

February 28, 2025

 

 

May 31, 2024

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

(in millions)

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

9,927

 

 

$

 

 

$

9,927

 

 

$

2,620

 

 

$

 

 

$

2,620

 

Time deposits and other

 

 

50

 

 

 

512

 

 

 

562

 

 

 

48

 

 

 

262

 

 

 

310

 

Derivative financial instruments

 

 

 

 

 

72

 

 

 

72

 

 

 

 

 

 

179

 

 

 

179

 

Total assets

 

$

9,977

 

 

$

584

 

 

$

10,561

 

 

$

2,668

 

 

$

441

 

 

$

3,109

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

 

 

$

93

 

 

$

93

 

 

$

 

 

$

96

 

 

$

96

 

v3.25.0.1
NOTES PAYABLE AND OTHER BORROWINGS (Tables)
9 Months Ended
Feb. 28, 2025
Debt Disclosure [Abstract]  
Notes Payable and Other Borrowings

In the first nine months of fiscal 2025, we issued $14.0 billion, par value, of senior notes comprised of the following:

 

 

 

 

 

February 28, 2025

(Dollars in millions)

 

Date of
Issuance

 

Amount

 

 

Effective
Interest
Rate

Fixed-rate senior notes:

 

 

 

 

 

 

 

$1,500, 4.80%, due August 2028

 

February 2025

 

$

1,500

 

 

4.94%

$1,500, 4.20%, due September 2029

 

September 2024

 

 

1,500

 

 

4.27%

$1,250, 5.25%, due February 2032

 

February 2025

 

 

1,250

 

 

5.36%

$1,750, 4.70%, due September 2034

 

September 2024

 

 

1,750

 

 

4.77%

$1,750, 5.50%, due August 2035

 

February 2025

 

 

1,750

 

 

5.55%

$1,750, 5.375%, due September 2054

 

September 2024

 

 

1,750

 

 

5.43%

$1,750, 6.00%, due August 2055

 

February 2025

 

 

1,750

 

 

6.04%

$1,250, 5.50%, due September 2064

 

September 2024

 

 

1,250

 

 

5.55%

$1,000, 6.125%, due August 2065

 

February 2025

 

 

1,000

 

 

6.17%

Floating-rate senior notes:

 

 

 

 

 

 

 

$500, Compounded SOFR plus 0.76%, due August 2028

 

February 2025

 

 

500

 

 

5.28%

Total senior notes

 

 

 

$

14,000

 

 

 

Unamortized discount/issuance costs

 

 

 

 

(77

)

 

 

Total senior notes, net

 

 

 

$

13,923

 

 

 

v3.25.0.1
RESTRUCTURING ACTIVITIES (Tables)
9 Months Ended
Feb. 28, 2025
Restructuring and Related Activities [Abstract]  
Summary of All Plans

 

 

Accrued

 

 

Nine Months Ended February 28, 2025

 

 

Accrued

 

 

Total
Costs

 

 

Total
Expected

 

(in millions)

 

May 31,
2024
(2)

 

 

Initial
Costs
(3)

 

 

Adj. to
Cost
(4)

 

 

Cash
Payments

 

 

Others(5)

 

 

February 28,
2025
(2)

 

 

Accrued
to Date

 

 

Program
Costs

 

2024 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

87

 

 

$

78

 

 

$

(4

)

 

$

(90

)

 

$

(2

)

 

$

69

 

 

$

269

 

 

$

273

 

Hardware

 

 

4

 

 

 

7

 

 

 

 

 

 

(6

)

 

 

 

 

 

5

 

 

 

16

 

 

 

20

 

Services

 

 

12

 

 

 

29

 

 

 

 

 

 

(19

)

 

 

 

 

 

22

 

 

 

74

 

 

 

77

 

Other

 

 

49

 

 

 

118

 

 

 

(1

)

 

 

(110

)

 

 

 

 

 

56

 

 

 

300

 

 

 

309

 

Total 2024 Restructuring Plan

 

$

152

 

 

$

232

 

 

$

(5

)

 

$

(225

)

 

$

(2

)

 

$

152

 

 

$

659

 

 

$

679

 

Total other restructuring plans(6)

 

$

84

 

 

$

 

 

$

(7

)

 

$

(24

)

 

$

(1

)

 

$

52

 

 

 

 

 

 

 

Total restructuring plans

 

$

236

 

 

$

232

 

 

$

(12

)

 

$

(249

)

 

$

(3

)

 

$

204

 

 

 

 

 

 

 

 

(1)
Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs.
(2)
As of February 28, 2025 and May 31, 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.
(3)
Costs recorded for the respective restructuring plans during the period presented.
(4)
All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.
(5)
Represents foreign currency translation and certain other non-cash adjustments.
(6)
Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.
v3.25.0.1
DEFERRED REVENUES (Tables)
9 Months Ended
Feb. 28, 2025
Deferred Revenue Disclosure [Abstract]  
Deferred Revenues

(in millions)

 

February 28,
2025

 

 

May 31,
2024

 

Cloud services and license support

 

$

8,048

 

 

$

8,203

 

Hardware

 

 

559

 

 

 

546

 

Services

 

 

372

 

 

 

512

 

Cloud license and on-premise license

 

 

40

 

 

 

52

 

Deferred revenues, current

 

 

9,019

 

 

 

9,313

 

Deferred revenues, non-current (in other non-current liabilities)

 

 

1,349

 

 

 

1,233

 

Total deferred revenues

 

$

10,368

 

 

$

10,546

 

v3.25.0.1
STOCKHOLDERS' EQUITY (Tables)
9 Months Ended
Feb. 28, 2025
Stockholders' Equity Note [Abstract]  
Stock-Based Compensation Expense

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Cloud services and license support

 

$

160

 

 

$

138

 

 

$

459

 

 

$

386

 

Hardware

 

 

8

 

 

 

6

 

 

 

21

 

 

 

17

 

Services

 

 

54

 

 

 

45

 

 

 

150

 

 

 

123

 

Sales and marketing

 

 

200

 

 

 

179

 

 

 

556

 

 

 

488

 

Research and development

 

 

675

 

 

 

584

 

 

 

1,902

 

 

 

1,642

 

General and administrative

 

 

101

 

 

 

96

 

 

 

286

 

 

 

271

 

Total stock-based compensation

 

$

1,198

 

 

$

1,048

 

 

$

3,374

 

 

$

2,927

 

v3.25.0.1
SEGMENT INFORMATION (Tables)
9 Months Ended
Feb. 28, 2025
Segment Reporting [Abstract]  
Summary of Businesses Results

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

12,136

 

 

$

11,219

 

 

$

35,525

 

 

$

32,392

 

Cloud services and license support expenses

 

 

2,690

 

 

 

2,288

 

 

 

7,667

 

 

 

6,433

 

Sales and marketing expenses

 

 

1,817

 

 

 

1,758

 

 

 

5,477

 

 

 

5,339

 

Margin(1)

 

$

7,629

 

 

$

7,173

 

 

$

22,381

 

 

$

20,620

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

703

 

 

$

754

 

 

$

2,086

 

 

$

2,224

 

Hardware products and support expenses

 

 

187

 

 

 

208

 

 

 

499

 

 

 

623

 

Sales and marketing expenses

 

 

66

 

 

 

72

 

 

 

201

 

 

 

220

 

Margin(1)

 

$

450

 

 

$

474

 

 

$

1,386

 

 

$

1,381

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,291

 

 

$

1,307

 

 

$

3,885

 

 

$

4,058

 

Services expenses

 

 

1,029

 

 

 

1,120

 

 

 

3,174

 

 

 

3,431

 

Margin(1)

 

$

262

 

 

$

187

 

 

$

711

 

 

$

627

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

14,130

 

 

$

13,280

 

 

$

41,496

 

 

$

38,674

 

Expenses

 

 

5,789

 

 

 

5,446

 

 

 

17,018

 

 

 

16,046

 

Margin(1)

 

$

8,341

 

 

$

7,834

 

 

$

24,478

 

 

$

22,628

 

 

(1)
The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating (expenses) income, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our condensed consolidated statements of operations.
Reconciliation of Total Operating Segment Margin to Income before Income Taxes

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Total margin for operating segments

 

$

8,341

 

 

$

7,834

 

 

$

24,478

 

 

$

22,628

 

Research and development

 

 

(2,429

)

 

 

(2,248

)

 

 

(7,206

)

 

 

(6,689

)

General and administrative

 

 

(390

)

 

 

(377

)

 

 

(1,135

)

 

 

(1,146

)

Amortization of intangible assets

 

 

(548

)

 

 

(749

)

 

 

(1,763

)

 

 

(2,267

)

Acquisition related and other

 

 

(28

)

 

 

(155

)

 

 

(72

)

 

 

(214

)

Restructuring

 

 

(63

)

 

 

(90

)

 

 

(220

)

 

 

(311

)

Stock-based compensation for operating segments

 

 

(422

)

 

 

(368

)

 

 

(1,186

)

 

 

(1,014

)

Expense allocations and other, net

 

 

(103

)

 

 

(97

)

 

 

(327

)

 

 

(320

)

Interest expense

 

 

(892

)

 

 

(876

)

 

 

(2,600

)

 

 

(2,636

)

Non-operating (expenses) income, net

 

 

(18

)

 

 

(9

)

 

 

39

 

 

 

(72

)

Income before income taxes

 

$

3,448

 

 

$

2,865

 

 

$

10,008

 

 

$

7,959

 

Disaggregation of Revenue by Geography and Ecosystem

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Americas

 

$

9,000

 

 

$

8,270

 

 

$

26,305

 

 

$

24,177

 

EMEA(1)

 

 

3,421

 

 

 

3,316

 

 

 

10,029

 

 

 

9,491

 

Asia Pacific

 

 

1,709

 

 

 

1,694

 

 

 

5,162

 

 

 

5,006

 

Total revenues

 

$

14,130

 

 

$

13,280

 

 

$

41,496

 

 

$

38,674

 

 

(1)
Comprised of Europe, the Middle East and Africa

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Cloud services

 

$

6,210

 

 

$

5,054

 

 

$

17,769

 

 

$

14,464

 

License support

 

 

4,797

 

 

 

4,909

 

 

 

14,562

 

 

 

14,685

 

Total cloud services and license support revenues

 

$

11,007

 

 

$

9,963

 

 

$

32,331

 

 

$

29,149

 

 

The following table presents our cloud services and license support revenues by applications and infrastructure ecosystems

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Applications cloud services and license support

 

$

4,811

 

 

$

4,584

 

 

$

14,363

 

 

$

13,529

 

Infrastructure cloud services and license support

 

 

6,196

 

 

 

5,379

 

 

 

17,968

 

 

 

15,620

 

Total cloud services and license support revenues

 

$

11,007

 

 

$

9,963

 

 

$

32,331

 

 

$

29,149

 

v3.25.0.1
EARNINGS PER SHARE (Tables)
9 Months Ended
Feb. 28, 2025
Earnings Per Share [Abstract]  
Earnings Per Share

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions, except per share data)

 

February 28,
2025

 

 

February 29,
2024

 

 

February 28,
2025

 

 

February 29,
2024

 

Net income

 

$

2,936

 

 

$

2,401

 

 

$

9,016

 

 

$

7,323

 

Weighted-average common shares outstanding

 

 

2,799

 

 

 

2,748

 

 

 

2,783

 

 

 

2,741

 

Dilutive effect of employee stock plans

 

 

75

 

 

 

71

 

 

 

82

 

 

 

79

 

Dilutive weighted-average common shares outstanding

 

 

2,874

 

 

 

2,819

 

 

 

2,865

 

 

 

2,820

 

Basic earnings per share

 

$

1.05

 

 

$

0.87

 

 

$

3.24

 

 

$

2.67

 

Diluted earnings per share

 

$

1.02

 

 

$

0.85

 

 

$

3.15

 

 

$

2.60

 

Anti-dilutive stock awards excluded from calculation(1)

 

 

22

 

 

 

27

 

 

 

23

 

 

 

27

 

 

(1)
These stock awards primarily relate to contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.25.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]        
Decrease in total operating expense due to change in accounting estimate $ 181   $ 567  
Basic earnings per share $ 1.05 $ 0.87 $ 3.24 $ 2.67
Diluted earnings per share $ 1.02 $ 0.85 $ 3.15 $ 2.6
Increase in net income $ 136   $ 442  
Increase in basic earning per share $ 0.05   $ 0.16  
Increase in diluted earning per share $ 0.05   $ 0.15  
Contract with Customer, Asset and Liability [Abstract]        
Revenues recognized included in opening deferred revenues balances     $ 8,600 $ 8,500
Revenue, Performance Obligation [Abstract]        
Remaining performance obligation, amount $ 130,200   130,200  
Sales of Financing Receivables [Abstract]        
Sales of financing receivables $ 306 $ 269 $ 1,200 $ 1,100
Servers and Networking Equipment [Member] | Minimum [Member]        
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]        
Useful life of asset 5 years   5 years  
Servers and Networking Equipment [Member] | Maximum [Member]        
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]        
Useful life of asset 6 years   6 years  
v3.25.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER Narrative (Details1)
Feb. 28, 2025
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-03-01  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Remaining performance obligation, percentage 31.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-03-01  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Remaining performance obligation, percentage 40.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-03-01  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Remaining performance obligation, percentage 25.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 2 years
v3.25.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Mar. 05, 2024
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
May 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Non-marketable debt investments and equity securities and related instruments   $ 2,000   $ 2,000   $ 2,000
Right-of-Use (ROU) assets   11,700   11,700   7,300
ROU assets related to our finance lease   894   894   0
Total operating lease liabilities   12,000   12,000   7,500
Total finance lease liabilities   900   900   $ 0
Operating and finance lease expenses   454 $ 324 1,200 $ 840  
Operating lease payments and interest payments on finance leases       1,200 839  
Additional operating lease commitments   48,400   48,400    
Acquisition Related and Other Expenses [Abstract]            
Transitional and other employee related costs   0 5 3 17  
Business combination adjustments, net   1 4 (4) 17  
Other, net   27 146 73 180  
Total acquisition related and other expenses   28 155 72 214  
Non-Operating Income (Expenses), net [Abstract]            
Interest income   135 111 418 380  
Foreign currency losses, net   (37) (59) (96) (172)  
Noncontrolling interests in income   (48) (51) (138) (130)  
Losses from marketable and non-marketable investments, net   (59) (94) (236) (290)  
Other (expenses) income, net   (9) 84 91 140  
Total non-operating (expenses) income, net   $ (18) $ (9) $ 39 $ (72)  
Minimum            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Operating leases not yet commenced, terms   10 years   10 years    
Maximum            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Operating leases not yet commenced, terms   15 years   15 years    
Ampere [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Non-marketable debt investments and equity securities and related instruments   $ 1,500   $ 1,500    
Ownership interest, percent   29.00%   29.00%    
Investment in convertible debt instruments       $ 225    
Additional equity interest acquisition, exercise date 2027-01          
Ampere [Member] | Minimum            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Option excercise price to acquire equity interest $ 450          
Ampere [Member] | Maximum            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Option excercise price to acquire equity interest $ 1,500          
Ampere [Member] | Convertible Debt Investments [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Investment maturity, month and year 2026-06          
v3.25.0.1
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Millions
Feb. 28, 2025
May 31, 2024
Assets [Abstract]    
Derivative financial instruments $ 72 $ 179
Total assets 10,561 3,109
Liabilities [Abstract]    
Derivative financial instruments 93 96
Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 9,927 2,620
Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 562 310
Fair Value Measurements Using Input Types Level 1 [Member]    
Assets [Abstract]    
Derivative financial instruments 0 0
Total assets 9,977 2,668
Liabilities [Abstract]    
Derivative financial instruments 0 0
Fair Value Measurements Using Input Types Level 1 [Member] | Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 9,927 2,620
Fair Value Measurements Using Input Types Level 1 [Member] | Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 50 48
Fair Value Measurements Using Input Types Level 2 [Member]    
Assets [Abstract]    
Derivative financial instruments 72 179
Total assets 584 441
Liabilities [Abstract]    
Derivative financial instruments 93 96
Fair Value Measurements Using Input Types Level 2 [Member] | Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 0 0
Fair Value Measurements Using Input Types Level 2 [Member] | Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents $ 512 $ 262
v3.25.0.1
FAIR VALUE MEASUREMENTS Narrative (Details) - USD ($)
$ in Millions
Feb. 28, 2025
May 31, 2024
Marketable security investments maturity information [Abstract]    
Total debt, carrying value $ 14,000  
Senior Notes and Other Long Term Borrowings [Member]    
Marketable security investments maturity information [Abstract]    
Total debt, carrying value 96,300 $ 86,500
Fair Value Measurements Using Input Types Level 2 [Member] | Senior Notes and Other Borrowings [Member]    
Marketable security investments maturity information [Abstract]    
Total debt, fair value $ 88,800 $ 77,200
v3.25.0.1
NOTES PAYABLE AND OTHER BORROWINGS (Details)
$ in Millions
9 Months Ended
Feb. 28, 2025
USD ($)
Debt Instrument [Line Items]  
Total debt, carrying value $ 14,000
Unamortized discount/issuance costs (77)
Total senior notes, net 13,923
Fixed-Rate Senior Notes Due August 2028 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,500
Stated interest rate percentage 4.80%
Maturity date Aug. 03, 2028
Date of issuance Feb. 03, 2025
Total debt, carrying value $ 1,500
Effective interest rate 4.94%
Fixed-Rate Senior Notes Due September 2029 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,500
Stated interest rate percentage 4.20%
Maturity date Sep. 27, 2029
Date of issuance Sep. 27, 2024
Total debt, carrying value $ 1,500
Effective interest rate 4.27%
Fixed-Rate Senior Notes Due February 2032 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,250
Stated interest rate percentage 5.25%
Maturity date Feb. 03, 2032
Date of issuance Feb. 03, 2025
Total debt, carrying value $ 1,250
Effective interest rate 5.36%
Fixed-Rate Senior Notes Due September 2034 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,750
Stated interest rate percentage 4.70%
Maturity date Sep. 27, 2034
Date of issuance Sep. 27, 2024
Total debt, carrying value $ 1,750
Effective interest rate 4.77%
Fixed-Rate Senior Notes Due August 2035 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,750
Stated interest rate percentage 5.50%
Maturity date Aug. 03, 2035
Date of issuance Feb. 03, 2025
Total debt, carrying value $ 1,750
Effective interest rate 5.55%
Fixed-Rate Senior Notes Due September 2054 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,750
Stated interest rate percentage 5.375%
Maturity date Sep. 27, 2054
Date of issuance Sep. 27, 2024
Total debt, carrying value $ 1,750
Effective interest rate 5.43%
Fixed-Rate Senior Notes Due August 2055 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,750
Stated interest rate percentage 6.00%
Maturity date Aug. 03, 2055
Date of issuance Feb. 03, 2025
Total debt, carrying value $ 1,750
Effective interest rate 6.04%
Fixed-Rate Senior Notes Due September 2064 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,250
Stated interest rate percentage 5.50%
Maturity date Sep. 27, 2064
Date of issuance Sep. 27, 2024
Total debt, carrying value $ 1,250
Effective interest rate 5.55%
Fixed-Rate Senior Notes Due August 2065 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,000
Stated interest rate percentage 6.125%
Maturity date Aug. 03, 2065
Date of issuance Feb. 03, 2025
Total debt, carrying value $ 1,000
Effective interest rate 6.17%
Floating-Rate Senior Notes Due August 2028 [Member]  
Debt Instrument [Line Items]  
Senior notes, par value $ 500
Stated interest rate percentage 0.76%
Maturity date Aug. 03, 2028
Date of issuance Feb. 03, 2025
Total debt, carrying value $ 500
Effective interest rate 5.28%
v3.25.0.1
NOTES PAYABLE AND OTHER BORROWINGS Narrative (Details)
$ in Billions
9 Months Ended
Feb. 28, 2025
USD ($)
Debt Instrument [Line Items]  
Fixed rate senior notes, par value $ 14.0
v3.25.0.1
RESTRUCTURING ACTIVITIES Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Restructuring Cost and Reserve [Line Items]        
Restructuring expenses $ 63 $ 90 $ 220 $ 311
Fiscal 2024 Oracle Restructuring [Member]        
Restructuring Cost and Reserve [Line Items]        
Total estimated restructuring costs 679   679  
Restructuring expenses     227 $ 336
Fiscal 2024 Oracle Restructuring [Member] | Maximum [Member]        
Restructuring Cost and Reserve [Line Items]        
Total estimated restructuring costs $ 679   $ 679  
v3.25.0.1
RESTRUCTURING ACTIVITIES (Details)
$ in Millions
9 Months Ended
Feb. 28, 2025
USD ($)
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start $ 236 [1]
Initial Costs 232 [2]
Adjustments to Cost (12) [3]
Cash Payments (249)
Others (3) [4]
Accrued at period end 204 [1]
Fiscal 2024 Oracle Restructuring [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 152 [1]
Initial Costs 232 [2]
Adjustments to Cost (5) [3]
Cash Payments (225)
Others (2) [4]
Accrued at period end 152 [1]
Total Costs Accrued to Date 659
Total Expected Program Costs 679
Fiscal 2024 Oracle Restructuring [Member] | Other [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 49 [1]
Initial Costs 118 [2]
Adjustments to Cost (1) [3]
Cash Payments (110)
Others 0 [4]
Accrued at period end 56 [1]
Total Costs Accrued to Date 300
Total Expected Program Costs 309
Fiscal 2024 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 87 [1],[5]
Initial Costs 78 [2],[5]
Adjustments to Cost (4) [3],[5]
Cash Payments (90) [5]
Others (2) [4],[5]
Accrued at period end 69 [1],[5]
Total Costs Accrued to Date 269 [5]
Total Expected Program Costs 273 [5]
Fiscal 2024 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 4 [1]
Initial Costs 7 [2]
Adjustments to Cost 0 [3]
Cash Payments (6)
Others 0 [4]
Accrued at period end 5 [1]
Total Costs Accrued to Date 16
Total Expected Program Costs 20
Fiscal 2024 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 12 [1]
Initial Costs 29 [2]
Adjustments to Cost 0 [3]
Cash Payments (19)
Others 0 [4]
Accrued at period end 22 [1]
Total Costs Accrued to Date 74
Total Expected Program Costs 77
Other Restructuring Plans [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 84 [1],[6]
Initial Costs 0 [2],[6]
Adjustments to Cost (7) [3],[6]
Cash Payments (24) [6]
Others (1) [4],[6]
Accrued at period end $ 52 [1],[6]
[1] As of February 28, 2025 and May 31, 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.
[2] Costs recorded for the respective restructuring plans during the period presented.
[3] All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.
[4] Represents foreign currency translation and certain other non-cash adjustments.
[5] Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs.
[6] Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.
v3.25.0.1
DEFERRED REVENUES (Details) - USD ($)
$ in Millions
Feb. 28, 2025
May 31, 2024
Deferred Revenues [Line Items]    
Deferred revenues, current $ 9,019 $ 9,313
Deferred revenues, non-current (in other non-current liabilities) 1,349 1,233
Total deferred revenues 10,368 10,546
Cloud services and license support [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 8,048 8,203
Hardware [Member] | Hardware [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 559 546
Services [Member] | Services [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 372 512
Cloud license and on-premise license [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current $ 40 $ 52
v3.25.0.1
STOCKHOLDERS' EQUITY Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
9 Months Ended
Mar. 10, 2025
Feb. 28, 2025
Feb. 29, 2024
Stock Repurchases [Abstract]      
Amount available for future repurchases   $ 6,500  
Repurchases of common stock (in shares)   2.9 9.4
Repurchased amount   $ 450 $ 1,100
Dividends on Common Stock [Abstract]      
Increase in quarterly cash dividend per share $ 0.10    
Stock-based compensation expense and valuations of stock awards [Abstract]      
Number of shares issued share-based awards   35.0  
Forfeitures and cancellations (in shares)   5.0  
Subsequent Event | Quarterly Cash Dividend      
Dividends on Common Stock [Abstract]      
Dividends declared per share of outstanding common stock (in dollars per share) $ 0.50    
Dividend payable date Apr. 23, 2025    
Dividend record date Apr. 10, 2025    
v3.25.0.1
STOCKHOLDERS' EQUITY (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 1,198 $ 1,048 $ 3,374 $ 2,927
Cloud services and license support [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 160 138 459 386
Hardware [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 8 6 21 17
Services [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 54 45 150 123
Sales and marketing [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 200 179 556 488
Research and development [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 675 584 1,902 1,642
General and administrative [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 101 $ 96 $ 286 $ 271
v3.25.0.1
INCOME TAXES (Details) - USD ($)
$ in Billions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
May 31, 2024
Income Tax Disclosure [Abstract]          
Effective income tax rate 14.90% 16.20% 9.90% 8.00%  
Deferred Tax Assets, Net [Abstract]          
Net deferred tax assets $ 9.6   $ 9.6   $ 8.6
v3.25.0.1
SEGMENT INFORMATION (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Segment reporting information [Line Items]        
Revenues $ 14,130 $ 13,280 $ 41,496 $ 38,674
Cloud services and license support expenses [1] 2,882 2,452 8,226 6,905
Sales and marketing expenses [1] 2,119 2,042 6,345 6,161
Margin 4,358 3,750 12,569 10,667
Operating Segments [Member]        
Segment reporting information [Line Items]        
Revenues 14,130 13,280 41,496 38,674
Expenses 5,789 5,446 17,018 16,046
Margin [2] 8,341 7,834 24,478 22,628
Operating Segments [Member] | Cloud and License [Member]        
Segment reporting information [Line Items]        
Revenues 12,136 11,219 35,525 32,392
Cloud services and license support expenses 2,690 2,288 7,667 6,433
Sales and marketing expenses 1,817 1,758 5,477 5,339
Margin [2] 7,629 7,173 22,381 20,620
Operating Segments [Member] | Hardware [Member]        
Segment reporting information [Line Items]        
Revenues 703 754 2,086 2,224
Hardware products and support expenses 187 208 499 623
Sales and marketing expenses 66 72 201 220
Margin [2] 450 474 1,386 1,381
Operating Segments [Member] | Services [Member]        
Segment reporting information [Line Items]        
Revenues 1,291 1,307 3,885 4,058
Services expenses 1,029 1,120 3,174 3,431
Margin [2] $ 262 $ 187 $ 711 $ 627
[1] Exclusive of amortization of intangible assets, which is shown separately.
[2] The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating (expenses) income, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our condensed consolidated statements of operations.
v3.25.0.1
SEGMENT INFORMATION RECONCILIATION (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments $ 4,358 $ 3,750 $ 12,569 $ 10,667
Research and development (2,429) (2,248) (7,206) (6,689)
General and administrative (390) (377) (1,135) (1,146)
Amortization of intangible assets (548) (749) (1,763) (2,267)
Acquisition related and other (28) (155) (72) (214)
Restructuring (63) (90) (220) (311)
Stock-based compensation for operating segments (422) (368) (1,186) (1,014)
Expense allocations and other, net (103) (97) (327) (320)
Interest expense (892) (876) (2,600) (2,636)
Non-operating (expenses) income, net (18) (9) 39 (72)
Income before income taxes 3,448 2,865 10,008 7,959
Operating Segments [Member]        
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments [1] $ 8,341 $ 7,834 $ 24,478 $ 22,628
[1] The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating (expenses) income, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our condensed consolidated statements of operations.
v3.25.0.1
SUMMARY OF TOTAL REVENUES BY GEOGRAPHIC REGION (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Disaggregation of Revenue [Line Items]        
Total revenues $ 14,130 $ 13,280 $ 41,496 $ 38,674
Americas [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 9,000 8,270 26,305 24,177
EMEA [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues [1] 3,421 3,316 10,029 9,491
Asia Pacific [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues $ 1,709 $ 1,694 $ 5,162 $ 5,006
[1] Comprised of Europe, the Middle East and Africa
v3.25.0.1
SUMMARY OF CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEMS (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Disaggregation of Revenue [Line Items]        
Total revenues $ 14,130 $ 13,280 $ 41,496 $ 38,674
Cloud Services [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 6,210 5,054 17,769 14,464
License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 4,797 4,909 14,562 14,685
Cloud services and license support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 11,007 9,963 32,331 29,149
Applications Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 4,811 4,584 14,363 13,529
Infrastructure Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues $ 6,196 $ 5,379 $ 17,968 $ 15,620
v3.25.0.1
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 9 Months Ended
Feb. 28, 2025
Feb. 29, 2024
Feb. 28, 2025
Feb. 29, 2024
Earnings Per Share [Abstract]        
Net income $ 2,936 $ 2,401 $ 9,016 $ 7,323
Weighted average common shares outstanding 2,799 2,748 2,783 2,741
Dilutive effect of employee stock plans 75 71 82 79
Dilutive weighted average common shares outstanding 2,874 2,819 2,865 2,820
Basic earnings per share $ 1.05 $ 0.87 $ 3.24 $ 2.67
Diluted earnings per share $ 1.02 $ 0.85 $ 3.15 $ 2.6
Anti-dilutive stock awards excluded from calculation [1] 22 27 23 27
[1] These stock awards primarily relate to contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.25.0.1
LEGAL PROCEEDINGS (Details) - Netherlands Privacy Class Action
Aug. 14, 2020
EUR (€)
Loss Contingencies [Line Items]  
Immaterial damages claimed, fixed amount per internet user € 500
Compensation for losses due to data breach, fixed amount per internet user € 100
Minimum  
Loss Contingencies [Line Items]  
Percentage of compensation for costs of litigation awarded 10.00%
Maximum  
Loss Contingencies [Line Items]  
Percentage of compensation for costs of litigation awarded 25.00%