ORACLE CORP, 10-Q filed on 3/12/2024
Quarterly Report
v3.24.0.1
DOCUMENT AND ENTITY INFORMATION - shares
 9 Months Ended
Feb. 29, 2024
Mar. 07, 2024
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Feb. 29, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
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)   2,748,514,000
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 $0.01 per share  
Trading Symbol ORCL  
Security Exchange Name NYSE  
3.125% senior notes due July 2025 [Member]    
Document Information [Line Items]    
Title of 12(b) Security 3.125% senior notes due July 2025  
Security Exchange Name NYSE  
No Trading Symbol Flag true  
v3.24.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Feb. 29, 2024
May 31, 2023
Current assets:    
Cash and cash equivalents $ 9,481 $ 9,765
Marketable securities 423 422
Trade receivables, net of allowances for credit losses of $469 and $428 as of February 29, 2024 and May 31, 2023, respectively 7,297 6,915
Prepaid expenses and other current assets 3,862 3,902
Total current assets 21,063 21,004
Non-current assets:    
Property, plant and equipment, net 19,117 17,069
Intangible assets, net 7,629 9,837
Goodwill, net 62,222 62,261
Deferred tax assets 12,688 12,226
Other non-current assets 14,363 11,987
Total non-current assets 116,019 113,380
Total assets 137,082 134,384
Current liabilities:    
Notes payable and other borrowings, current 5,510 4,061
Accounts payable 1,658 1,204
Accrued compensation and related benefits 1,796 2,053
Deferred revenues 8,931 8,970
Other current liabilities 6,990 6,802
Total current liabilities 24,885 23,090
Non-current liabilities:    
Notes payable and other borrowings, non-current 82,470 86,420
Income taxes payable 10,451 11,077
Deferred tax liabilities 4,483 5,772
Other non-current liabilities 8,611 6,469
Total non-current liabilities 106,015 109,738
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: 2,747 shares and 2,713 shares as of February 29, 2024 and May 31, 2023, respectively 31,622 30,215
Accumulated deficit (24,533) (27,620)
Accumulated other comprehensive loss (1,466) (1,522)
Total Oracle Corporation stockholders' deficit 5,623 1,073
Noncontrolling interests 559 483
Total stockholders' deficit 6,182 1,556
Total liabilities and stockholders' deficit $ 137,082 $ 134,384
v3.24.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($)
$ in Millions
Feb. 29, 2024
May 31, 2023
Statement of Financial Position [Abstract]    
Allowance for credit losses $ 469 $ 428
Preferred stock par value per share $ 0.01 $ 0.01
Preferred stock shares authorized 1,000,000 1,000,000
Preferred stock shares outstanding 0 0
Common stock par value per share $ 0.01 $ 0.01
Common stock shares authorized 11,000,000,000 11,000,000,000
Common stock shares outstanding 2,747,000,000 2,713,000,000
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Revenues:        
Cloud services and license support $ 9,963 $ 8,923 $ 29,149 $ 25,938
Cloud license and on-premise license 1,256 1,288 3,243 3,627
Hardware 754 811 2,224 2,424
Services 1,307 1,376 4,058 4,129
Total revenues 13,280 12,398 38,674 36,118
Operating expenses:        
Cloud services and license support [1] 2,452 1,980 6,905 5,606
Hardware [1] 217 244 649 780
Services [1] 1,200 1,215 3,665 3,448
Sales and marketing [1] 2,042 2,150 6,161 6,544
Research and development 2,248 2,146 6,689 6,397
General and administrative 377 402 1,146 1,179
Amortization of intangible assets 749 886 2,267 2,712
Acquisition related and other 155 37 214 140
Restructuring 90 78 311 359
Total operating expenses 9,530 9,138 28,007 27,165
Operating income 3,750 3,260 10,667 8,953
Interest expense (876) (908) (2,636) (2,550)
Non-operating expenses, net (9) (134) (72) (386)
Income before income taxes 2,865 2,218 7,959 6,017
Provision for income taxes 464 322 636 833
Net income $ 2,401 $ 1,896 $ 7,323 $ 5,184
Earnings per share:        
Basic $ 0.87 $ 0.7 $ 2.67 $ 1.93
Diluted $ 0.85 $ 0.68 $ 2.6 $ 1.88
Weighted average common shares outstanding:        
Basic 2,748 2,698 2,741 2,692
Diluted 2,819 2,776 2,820 2,757
[1] Exclusive of amortization of intangible assets, which is shown separately.
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 2,401 $ 1,896 $ 7,323 $ 5,184
Other comprehensive (loss) income, net of tax:        
Net foreign currency translation (losses) gains (35) 11 7 (183)
Net unrealized (losses) gains on cash flow hedges (3) 71 52 181
Other, net (1) 1 (3) 0
Total other comprehensive (loss) income, net (39) 83 56 (2)
Comprehensive income $ 2,362 $ 1,979 $ 7,379 $ 5,182
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)
$ in Millions
Total
Common Stock and Additional Paid in Capital
Accumulated Deficit
Other Stockholders' Equity (Deficit), Net
Balance, beginning of period at May. 31, 2022   $ 26,808 $ (31,336) $ (1,240)
Other comprehensive (loss) income, net $ (2)     (2)
Common stock issued   759    
Stock-based compensation   2,583    
Repurchases of common stock (1,100) (153) (983)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (1,040)    
Cash dividends declared     (2,586)  
Net income     5,184  
Other, net   37   57
Balance, end of period at Feb. 28, 2023 $ (1,912) 28,994 (29,721) (1,185)
Cash dividends declared per common share $ 0.96      
Balance, beginning of period at Nov. 30, 2022   28,148 (30,617) (1,307)
Other comprehensive (loss) income, net $ 83     83
Common stock issued   98    
Stock-based compensation   924    
Repurchases of common stock   (18) (137)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (145)    
Cash dividends declared     (863)  
Net income     1,896  
Other, net   (13)   39
Balance, end of period at Feb. 28, 2023 $ (1,912) 28,994 (29,721) (1,185)
Cash dividends declared per common share $ 0.32      
Balance, beginning of period at May. 31, 2023 $ 1,556 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   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      
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Cash flows from operating activities:    
Net income $ 7,323 $ 5,184
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 2,318 1,810
Amortization of intangible assets 2,267 2,712
Deferred income taxes (1,755) (1,253)
Stock-based compensation 2,927 2,583
Other, net 631 487
Changes in operating assets and liabilities, net of effects from acquisitions:    
(Increase) decrease in trade receivables, net (409) 460
Decrease in prepaid expenses and other assets 457 515
Decrease in accounts payable and other liabilities (682) (783)
Decrease in income taxes payable (788) (453)
Increase in deferred revenues 303 256
Net cash provided by operating activities 12,592 11,518
Cash flows from investing activities:    
Purchases of marketable securities and other investments (674) (921)
Proceeds from sales and maturities of marketable securities and other investments 207 552
Acquisitions, net of cash acquired (59) (27,721)
Capital expenditures (4,068) (6,782)
Net cash used for investing activities (4,594) (34,872)
Cash flows from financing activities:    
Payments for repurchases of common stock (1,050) (1,150)
Proceeds from issuances of common stock 454 759
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards (1,865) (1,040)
Payments of dividends to stockholders (3,289) (2,586)
Proceeds from issuances of commercial paper, net of repayments 936 1,874
Proceeds from issuances of senior notes and other borrowings, net of issuance costs 0 33,494
Repayments of senior notes and other borrowings (3,500) (21,050)
Other, net 34 49
Net cash (used for) provided by financing activities (8,280) 10,350
Effect of exchange rate changes on cash and cash equivalents (2) (160)
Net decrease in cash and cash equivalents (284) (13,164)
Cash and cash equivalents at beginning of period 9,765 21,383
Cash and cash equivalents at end of period 9,481 8,219
Non-cash financing activities:    
Fair values of stock awards assumed in connection with acquisitions $ 0 $ 55
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 2,401 $ 1,896 $ 7,323 $ 5,184
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Feb. 29, 2024
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 29, 2024, 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):

•
Michael Boskin, a member of the Board of Directors, adopted a new trading plan on February 6, 2024. The plan’s maximum duration is until May 30, 2025, and first trades will not occur until May 7, 2024, at the earliest. The trading plan is intended to permit Dr. Boskin to exercise and sell 45,000 stock options expiring on May 31, 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.
Michael Boskin [Member]  
Trading Arrangements, by Individual  
Name Michael Boskin
Title member of the Board of Directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date February 6, 2024
Termination Date May 30, 2025
Aggregate Available 45,000
v3.24.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER
 9 Months Ended
Feb. 29, 2024
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. 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, 2023.

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, 2024.

During the first quarter of fiscal 2024, we finalized our adoption of Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and subsequent amendments to the initial guidance (collectively, Topic 848), which had no material impact to our current or historical condensed consolidated financial statements. 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, 2023 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the nine months ended February 29, 2024.

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 29, 2024 and May 31, 2023 and our condensed consolidated statements of cash flows for the nine months ended February 29, 2024 and February 28, 2023 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 29, 2024 and May 31, 2023. The revenues recognized during the nine months ended February 29, 2024 and February 28, 2023 that were included in the opening deferred revenues balances as of May 31, 2023 and 2022, respectively, were approximately $8.5 billion and $7.7 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 29, 2024 and February 28, 2023.

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, 2023, were $80.2 billion as of February 29, 2024, of which we expect to recognize approximately 43% as revenues over the next twelve months, 35% over the subsequent month 13 to month 36 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 $269 million and $1.1 billion for the three and nine months ended February 29, 2024, respectively, and $344 million and $1.5 billion for the three and nine months ended February 28, 2023, respectively.

Non-Marketable Investments

Our non-marketable debt investments and equity securities and related instruments totaled $1.9 billion and $1.6 billion as of February 29, 2024 and May 31, 2023, respectively, and are included in other non-current assets in the accompanying condensed consolidated balance sheets and are subject to periodic 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 29, 2024. 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, 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, as amended on March 5, 2024, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the three months ended February 29, 2024, we invested an additional $125 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere as of February 29, 2024 after accounting for losses under the equity method of accounting was $1.4 billion. In accordance with the terms of an agreement with other co-investors, as amended on March 5, 2024, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $400 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.

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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Transitional and other employee related costs

 

$

5

 

 

$

15

 

 

$

17

 

 

$

52

 

Business combination adjustments, net

 

 

4

 

 

 

2

 

 

 

17

 

 

 

10

 

Other, net

 

 

146

 

 

 

20

 

 

 

180

 

 

 

78

 

Total acquisition related and other expenses

 

$

155

 

 

$

37

 

 

$

214

 

 

$

140

 

Non-Operating Expenses, net

Non-operating expenses, 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 equity 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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Interest income

 

$

111

 

 

$

90

 

 

$

380

 

 

$

180

 

Foreign currency losses, net

 

 

(59

)

 

 

(55

)

 

 

(172

)

 

 

(181

)

Noncontrolling interests in income

 

 

(51

)

 

 

(41

)

 

 

(130

)

 

 

(120

)

Losses from equity investments, net

 

 

(94

)

 

 

(122

)

 

 

(290

)

 

 

(249

)

Other income (expenses), net

 

 

84

 

 

 

(6

)

 

 

140

 

 

 

(16

)

Total non-operating expenses, net

 

$

(9

)

 

$

(134

)

 

$

(72

)

 

$

(386

)

 

Recent Accounting Pronouncements

Segment Reporting: In November 2023, the Financial Accounting Standards Board (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.

v3.24.0.1
ACQUISITIONS
 9 Months Ended
Feb. 29, 2024
Business Combinations [Abstract]  
ACQUISITIONS
2.
ACQUISITIONS

Fiscal 2023 Acquisition of Cerner Corporation

On June 8, 2022, we completed our acquisition of Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities.

The total purchase price for Cerner was $28.2 billion, which consisted of $28.2 billion in cash and $55 million for the fair values of restricted stock-based awards and stock options assumed. In allocating the purchase price based on estimated fair values, we recorded approximately $18.6 billion of goodwill, $12.0 billion of identifiable intangible assets and $2.4 billion of net tangible liabilities. See Note 2 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023 for additional information regarding our acquisition of Cerner.

Other Fiscal 2024 and 2023 Acquisitions

During the first nine months of fiscal 2024 and full year fiscal 2023, we acquired certain other companies and purchased certain technology and development assets primarily to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our condensed consolidated financial statements.
v3.24.0.1
FAIR VALUE MEASUREMENTS
 9 Months Ended
Feb. 29, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS
3.
FAIR VALUE MEASUREMENTS

We perform fair value measurements in accordance with FASB Accounting Standards Codification (ASC) 820, Fair Value Measurement. 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 29, 2024

 

 

May 31, 2023

 

 

 

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

 

$

2,657

 

 

$

—

 

 

$

2,657

 

 

$

1,694

 

 

$

—

 

 

$

1,694

 

Time deposits and other

 

 

115

 

 

 

366

 

 

 

481

 

 

 

180

 

 

 

288

 

 

 

468

 

Derivative financial instruments

 

 

—

 

 

 

154

 

 

 

154

 

 

 

—

 

 

 

102

 

 

 

102

 

Total assets

 

$

2,772

 

 

$

520

 

 

$

3,292

 

 

$

1,874

 

 

$

390

 

 

$

2,264

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

—

 

 

$

98

 

 

$

98

 

 

$

—

 

 

$

126

 

 

$

126

 

 

Our cash equivalents and marketable securities investments consist of money market funds, time deposits, marketable equity securities and certain other 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 29, 2024 and May 31, 2023, 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 $86.5 billion and $89.9 billion of senior notes and other long-term borrowings and the related fair value hedges that we had outstanding as of February 29, 2024 and May 31, 2023, 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 29, 2024 and May 31, 2023 were $77.4 billion and $79.9 billion, respectively.
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL
 9 Months Ended
Feb. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL
4.
INTANGIBLE ASSETS AND GOODWILL

The changes in intangible assets for fiscal 2024 and the net book value of intangible assets as of February 29, 2024 and May 31, 2023 were as follows:

 

 

 

Intangible Assets, Gross

 

 

Accumulated Amortization

 

 

Intangible Assets, Net

 

 

Weighted
Average

 

(Dollars in millions)

 

May 31,
 2023

 

 

Additions

 

 

February 29,
 2024

 

 

May 31,
 2023

 

 

Expense

 

 

February 29,
 2024

 

 

May 31,
 2023

 

 

February 29,
 2024

 

 

Useful
Life(1)

 

Developed technology

 

$

4,300

 

 

$

59

 

 

$

4,359

 

 

$

(2,407

)

 

$

(507

)

 

$

(2,914

)

 

$

1,893

 

 

$

1,445

 

 

 

3

 

Cloud services and license support agreements and related relationships

 

 

9,456

 

 

 

—

 

 

 

9,456

 

 

 

(5,579

)

 

 

(781

)

 

 

(6,360

)

 

 

3,877

 

 

 

3,096

 

 

N.A.

 

Cloud license and on-premise license agreements and related relationships

 

 

2,688

 

 

 

—

 

 

 

2,688

 

 

 

(697

)

 

 

(350

)

 

 

(1,047

)

 

 

1,991

 

 

 

1,641

 

 

N.A.

 

Other

 

 

3,582

 

 

 

—

 

 

 

3,582

 

 

 

(1,506

)

 

 

(629

)

 

 

(2,135

)

 

 

2,076

 

 

 

1,447

 

 

N.A.

 

Total intangible assets, net

 

$

20,026

 

 

$

59

 

 

$

20,085

 

 

$

(10,189

)

 

$

(2,267

)

 

$

(12,456

)

 

$

9,837

 

 

$

7,629

 

 

 

 

 

 

(1)
Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2024.

As of February 29, 2024, estimated future amortization expenses related to intangible assets were as follows (in millions):

 

Remainder of fiscal 2024

 

$

739

 

Fiscal 2025

 

 

2,303

 

Fiscal 2026

 

 

1,639

 

Fiscal 2027

 

 

672

 

Fiscal 2028

 

 

635

 

Fiscal 2029

 

 

561

 

Thereafter

 

 

1,080

 

Total intangible assets, net

 

$

7,629

 

 

The changes in the carrying amounts of goodwill, net, which is generally not deductible for tax purposes, for our operating segments for the nine months ended February 29, 2024 were as follows:

 

(in millions)

 

Cloud and License

 

 

Hardware

 

 

Services

 

 

Total Goodwill, net

 

Balances as of May 31, 2023

 

$

57,060

 

 

$

2,732

 

 

$

2,469

 

 

$

62,261

 

Goodwill adjustments, net(1)

 

 

3

 

 

 

—

 

 

 

(42

)

 

 

(39

)

Balances as of February 29, 2024

 

$

57,063

 

 

$

2,732

 

 

$

2,427

 

 

$

62,222

 

 

(1)
Amounts include any changes in goodwill balances for the period presented that resulted from foreign currency translations and certain other adjustments.
v3.24.0.1
RESTRUCTURING ACTIVITIES
 9 Months Ended
Feb. 29, 2024
Restructuring and Related Activities [Abstract]  
RESTRUCTURING ACTIVITIES
5.
RESTRUCTURING ACTIVITIES

Fiscal 2024 Oracle Restructuring Plan

During the first nine months of 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). The total estimated restructuring costs associated with the 2024 Restructuring Plan are up to $628 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 $336 million of restructuring expenses in connection with the 2024 Restructuring Plan in the first nine months of fiscal 2024. 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 29, 2024

 

 

Accrued

 

 

Total
Costs

 

 

Total
Expected

 

(in millions)

 

May 31,
2023(2)

 

 

Initial
Costs(3)

 

 

Adj. to
Cost(4)

 

 

Cash
Payments

 

 

Others(5)

 

 

February 29,
2024(2)

 

 

Accrued
to Date

 

 

Program
Costs

 

2024 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

—

 

 

$

146

 

 

$

(5

)

 

$

(87

)

 

$

—

 

 

$

54

 

 

$

141

 

 

$

194

 

Hardware

 

 

—

 

 

 

7

 

 

 

—

 

 

 

(3

)

 

 

—

 

 

 

4

 

 

 

7

 

 

 

12

 

Services

 

 

—

 

 

 

38

 

 

 

(1

)

 

 

(28

)

 

 

—

 

 

 

9

 

 

 

37

 

 

 

150

 

Other

 

 

—

 

 

 

152

 

 

 

(1

)

 

 

(94

)

 

 

1

 

 

 

58

 

 

 

151

 

 

 

272

 

Total 2024 Restructuring Plan

 

$

—

 

 

$

343

 

 

$

(7

)

 

$

(212

)

 

$

1

 

 

$

125

 

 

$

336

 

 

$

628

 

Total other restructuring plans(6)

 

$

199

 

 

$

—

 

 

$

(25

)

 

$

(79

)

 

$

2

 

 

$

97

 

 

 

 

 

 

 

Total restructuring plans

 

$

199

 

 

$

343

 

 

$

(32

)

 

$

(291

)

 

$

3

 

 

$

222

 

 

 

 

 

 

 

 

(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 29, 2024 and May 31, 2023, 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.
v3.24.0.1
DEFERRED REVENUES
 9 Months Ended
Feb. 29, 2024
Deferred Revenue Disclosure [Abstract]  
DEFERRED REVENUES
6.
DEFERRED REVENUES

Deferred revenues consisted of the following:

 

(in millions)

 

February 29,
 2024

 

 

May 31,
 2023

 

Cloud services and license support

 

$

7,999

 

 

$

7,983

 

Hardware

 

 

477

 

 

 

535

 

Services

 

 

401

 

 

 

400

 

Cloud license and on-premise license

 

 

54

 

 

 

52

 

Deferred revenues, current

 

 

8,931

 

 

 

8,970

 

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

 

 

1,265

 

 

 

968

 

Total deferred revenues

 

$

10,196

 

 

$

9,938

 

 

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.
v3.24.0.1
STOCKHOLDERS' EQUITY (DEFICIT)
 9 Months Ended
Feb. 29, 2024
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY (DEFICIT)
7.
STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of February 29, 2024, approximately $7.1 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 9.4 million shares for $1.1 billion during the nine months ended February 29, 2024 and 15.4 million shares for $1.1 billion during the nine months ended February 28, 2023 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 2024, our Board of Directors declared a quarterly cash dividend of $0.40 per share of our outstanding common stock. The dividend is payable on April 24, 2024 to stockholders of record as of the close of business on April 10, 2024. 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 2024 Stock‑Based Awards Activity and Compensation Expense

During the first nine months of fiscal 2024, we issued 46 million stock-based awards, substantially all of which were restricted stock-based units (RSUs) issued as a part of our annual stock-based award process, which are subject to service-based vesting restrictions. These fiscal 2024 stock-based award issuances were partially offset by stock-based award forfeitures and cancellations of 6 million shares during the first nine months of fiscal 2024.

The RSUs that were granted during the nine months ended February 29, 2024 have 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, 2023.

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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Cloud services and license support

 

$

138

 

 

$

114

 

 

$

386

 

 

$

319

 

Hardware

 

 

6

 

 

 

5

 

 

 

17

 

 

 

13

 

Services

 

 

45

 

 

 

39

 

 

 

123

 

 

 

99

 

Sales and marketing

 

 

179

 

 

 

158

 

 

 

488

 

 

 

433

 

Research and development

 

 

584

 

 

 

517

 

 

 

1,642

 

 

 

1,448

 

General and administrative

 

 

96

 

 

 

91

 

 

 

271

 

 

 

271

 

Total stock-based compensation

 

$

1,048

 

 

$

924

 

 

$

2,927

 

 

$

2,583

 
v3.24.0.1
INCOME TAXES
 9 Months Ended
Feb. 29, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
8.
INCOME TAXES

Our effective tax rates for each of the periods presented are the result of the mix of income earned 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 16.2% and 8.0% for the three and nine months ended February 29, 2024, respectively, and 14.5% and 13.8% for the three and nine months ended February 28, 2023, respectively.

Our net deferred tax assets were $8.2 billion and $6.5 billion as of February 29, 2024 and May 31, 2023, 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 2023. 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, Germany, 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.
v3.24.0.1
SEGMENT INFORMATION
 9 Months Ended
Feb. 29, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION
9.
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 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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

11,219

 

 

$

10,211

 

 

$

32,392

 

 

$

29,565

 

Cloud services and license support expenses

 

 

2,288

 

 

 

1,842

 

 

 

6,433

 

 

 

5,209

 

Sales and marketing expenses

 

 

1,758

 

 

 

1,874

 

 

 

5,339

 

 

 

5,738

 

Margin(1)

 

$

7,173

 

 

$

6,495

 

 

$

20,620

 

 

$

18,618

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

754

 

 

$

811

 

 

$

2,224

 

 

$

2,424

 

Hardware products and support expenses

 

 

208

 

 

 

236

 

 

 

623

 

 

 

758

 

Sales and marketing expenses

 

 

72

 

 

 

81

 

 

 

220

 

 

 

243

 

Margin(1)

 

$

474

 

 

$

494

 

 

$

1,381

 

 

$

1,423

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,307

 

 

$

1,376

 

 

$

4,058

 

 

$

4,129

 

Services expenses

 

 

1,120

 

 

 

1,147

 

 

 

3,431

 

 

 

3,265

 

Margin(1)

 

$

187

 

 

$

229

 

 

$

627

 

 

$

864

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

13,280

 

 

$

12,398

 

 

$

38,674

 

 

$

36,118

 

Expenses

 

 

5,446

 

 

 

5,180

 

 

 

16,046

 

 

 

15,213

 

Margin(1)

 

$

7,834

 

 

$

7,218

 

 

$

22,628

 

 

$

20,905

 

 

(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, 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 operating segment margin to income before income taxes:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Total margin for operating segments

 

$

7,834

 

 

$

7,218

 

 

$

22,628

 

 

$

20,905

 

Research and development

 

 

(2,248

)

 

 

(2,146

)

 

 

(6,689

)

 

 

(6,397

)

General and administrative

 

 

(377

)

 

 

(402

)

 

 

(1,146

)

 

 

(1,179

)

Amortization of intangible assets

 

 

(749

)

 

 

(886

)

 

 

(2,267

)

 

 

(2,712

)

Acquisition related and other

 

 

(155

)

 

 

(37

)

 

 

(214

)

 

 

(140

)

Restructuring

 

 

(90

)

 

 

(78

)

 

 

(311

)

 

 

(359

)

Stock-based compensation for operating segments

 

 

(368

)

 

 

(316

)

 

 

(1,014

)

 

 

(864

)

Expense allocations and other, net

 

 

(97

)

 

 

(93

)

 

 

(320

)

 

 

(301

)

Interest expense

 

 

(876

)

 

 

(908

)

 

 

(2,636

)

 

 

(2,550

)

Non-operating expenses, net

 

 

(9

)

 

 

(134

)

 

 

(72

)

 

 

(386

)

Income before income taxes

 

$

2,865

 

 

$

2,218

 

 

$

7,959

 

 

$

6,017

 

 

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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Americas

 

$

8,270

 

 

$

7,671

 

 

$

24,177

 

 

$

22,649

 

EMEA(1)

 

 

3,316

 

 

 

3,067

 

 

 

9,491

 

 

 

8,653

 

Asia Pacific

 

 

1,694

 

 

 

1,660

 

 

 

5,006

 

 

 

4,816

 

Total revenues

 

$

13,280

 

 

$

12,398

 

 

$

38,674

 

 

$

36,118

 

 

(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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Cloud services

 

$

5,054

 

 

$

4,053

 

 

$

14,464

 

 

$

11,445

 

License support

 

 

4,909

 

 

 

4,870

 

 

 

14,685

 

 

 

14,493

 

Total cloud services and license support revenues

 

$

9,963

 

 

$

8,923

 

 

$

29,149

 

 

$

25,938

 

 

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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Applications cloud services and license support

 

$

4,584

 

 

$

4,166

 

 

$

13,529

 

 

$

12,262

 

Infrastructure cloud services and license support

 

 

5,379

 

 

 

4,757

 

 

 

15,620

 

 

 

13,676

 

Total cloud services and license support revenues

 

$

9,963

 

 

$

8,923

 

 

$

29,149

 

 

$

25,938

 
v3.24.0.1
EARNINGS PER SHARE
 9 Months Ended
Feb. 29, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
10.
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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Net income

 

$

2,401

 

 

$

1,896

 

 

$

7,323

 

 

$

5,184

 

Weighted-average common shares outstanding

 

 

2,748

 

 

 

2,698

 

 

 

2,741

 

 

 

2,692

 

Dilutive effect of employee stock plans

 

 

71

 

 

 

78

 

 

 

79

 

 

 

65

 

Dilutive weighted-average common shares outstanding

 

 

2,819

 

 

 

2,776

 

 

 

2,820

 

 

 

2,757

 

Basic earnings per share

 

$

0.87

 

 

$

0.70

 

 

$

2.67

 

 

$

1.93

 

Diluted earnings per share

 

$

0.85

 

 

$

0.68

 

 

$

2.60

 

 

$

1.88

 

Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation(1)

 

 

27

 

 

 

33

 

 

 

27

 

 

 

56

 

 

(1)
These weighted shares relate to anti-dilutive restricted service based stock-based awards as calculated using the treasury stock method and contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.24.0.1
LEGAL PROCEEDINGS
 9 Months Ended
Feb. 29, 2024
Legal Proceedings [Abstract]  
LEGAL PROCEEDINGS
11.
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. Plaintiff alleged that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. at an excessive price. The complaint sought (and the operative complaint continues to seek) declaratory relief, unspecified monetary damages (including interest) and attorneys’ fees and costs. The defendants filed a motion to dismiss, which the court denied on March 19, 2018.

On May 4, 2018, our Board of Directors established a Special Litigation Committee (SLC) to investigate the allegations in this derivative action. Three non-employee directors served on the SLC. On August 15, 2019, the SLC filed a letter with the court, stating that the SLC believed that plaintiff should be allowed to proceed with the derivative litigation on behalf of Oracle. After the SLC advised the Board that it had fulfilled its duties and obligations, the Board withdrew the SLC’s authority, except that the SLC maintained certain authority to respond to discovery requests in the litigation.

After plaintiff filed the July 18, 2017 complaint, an additional plaintiff joined the case. Plaintiffs filed several amended complaints, and filed their most recent amended complaint on December 11, 2020. The final complaint asserts claims for breach of fiduciary duty against our Chief Executive Officer, our Chief Technology Officer, the estate of Mark Hurd (our former Chief Executive Officer who passed away on October 18, 2019) and two other members of our Board of Directors. Oracle is named as a nominal defendant. On December 11, 2020, the estate of Mark Hurd and the two other members of our Board of Directors moved to dismiss this complaint. On June 21, 2021, the court granted this motion as to the estate of Mark Hurd and one Board member and denied the motion as to the other Board member, who filed an answer to the complaint on August 9, 2021. On December 28, 2020, our Chief Executive Officer, our Chief Technology Officer and Oracle as a nominal defendant filed answers to the operative complaint.

Trial commenced on July 18, 2022, and has concluded. On November 18, 2022, the court held a final hearing on the parties’ post-trial briefing. On December 27, 2022, the court “so ordered” a stipulation, dismissing the Board member from this action. On May 12, 2023, the court issued its trial ruling, finding for defendants and rejecting plaintiffs’ claims. On May 22, 2023, plaintiffs filed a motion for attorneys’ fees, claiming that this lawsuit had conferred a benefit on Oracle. On May 31, 2023, defendants filed a bill of costs, as the prevailing party. On December 28, 2023, the court denied defendants’ application for costs. On February 7, 2024, the court denied plaintiffs’ motion for attorneys’ fees. The court entered judgment for defendants on March 5, 2024.

Derivative Litigation Concerning Oracle’s Cloud Business

On February 12 and May 6, 2019, two stockholder derivative lawsuits were filed in the United States District Court for the Northern District of California. The cases were consolidated, and on July 8, 2019, a single plaintiff filed a consolidated complaint. The consolidated complaint brought various claims relating to a Rule 10b-5 class action that was filed in the same court on August 10, 2018, and which was settled for a payment by Oracle of $17,500,000. That matter is now concluded. In the Rule 10b-5 class action, plaintiff alleged Oracle and certain Oracle officers made or were responsible for false and misleading statements regarding Oracle’s cloud business.

Plaintiff in the derivative action filed an amended complaint on June 4, 2021. The derivative suit is brought by an alleged stockholder of Oracle, purportedly on Oracle’s behalf, against our Chief Technology Officer, our Chief Executive Officer and the estate of Mark Hurd. Plaintiff claims that the alleged actions described in the 10b-5 class action caused harm to Oracle, including harming Oracle because Oracle allegedly repurchased its own stock at an inflated price. Plaintiff also claims that defendants violated their fiduciary duties of candor, good faith, loyalty, and due care by failing to prevent this alleged harm. Plaintiff also brings derivative claims for violations of federal securities laws. Plaintiff seeks a ruling that this case may proceed as a derivative action, a finding that defendants are liable for breaching their fiduciary duties, an award of damages to Oracle, an order directing defendants to enact corporate reforms, attorneys’ fees and costs, and unspecified relief. Beginning on June 14, 2021, the court “so ordered” several stipulations from the parties, staying this case. The parties have reached an agreement in principle to settle this case, and plaintiffs are scheduled to submit either a status report or a motion for preliminary approval of the proposed settlement by March 22, 2024.

While Oracle continues to evaluate these claims, we do not believe these matters 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.
v3.24.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Policies)
 9 Months Ended
Feb. 29, 2024
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. 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, 2023.

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, 2024.

During the first quarter of fiscal 2024, we finalized our adoption of Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and subsequent amendments to the initial guidance (collectively, Topic 848), which had no material impact to our current or historical condensed consolidated financial statements. 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, 2023 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the nine months ended February 29, 2024.
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 29, 2024 and May 31, 2023 and our condensed consolidated statements of cash flows for the nine months ended February 29, 2024 and February 28, 2023 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 29, 2024 and May 31, 2023. The revenues recognized during the nine months ended February 29, 2024 and February 28, 2023 that were included in the opening deferred revenues balances as of May 31, 2023 and 2022, respectively, were approximately $8.5 billion and $7.7 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 29, 2024 and February 28, 2023.

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, 2023, were $80.2 billion as of February 29, 2024, of which we expect to recognize approximately 43% as revenues over the next twelve months, 35% over the subsequent month 13 to month 36 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 $269 million and $1.1 billion for the three and nine months ended February 29, 2024, respectively, and $344 million and $1.5 billion for the three and nine months ended February 28, 2023, respectively.
Non-Marketable Investments

Non-Marketable Investments

Our non-marketable debt investments and equity securities and related instruments totaled $1.9 billion and $1.6 billion as of February 29, 2024 and May 31, 2023, respectively, and are included in other non-current assets in the accompanying condensed consolidated balance sheets and are subject to periodic 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 29, 2024. 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, 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, as amended on March 5, 2024, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the three months ended February 29, 2024, we invested an additional $125 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere as of February 29, 2024 after accounting for losses under the equity method of accounting was $1.4 billion. In accordance with the terms of an agreement with other co-investors, as amended on March 5, 2024, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $400 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.
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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Transitional and other employee related costs

 

$

5

 

 

$

15

 

 

$

17

 

 

$

52

 

Business combination adjustments, net

 

 

4

 

 

 

2

 

 

 

17

 

 

 

10

 

Other, net

 

 

146

 

 

 

20

 

 

 

180

 

 

 

78

 

Total acquisition related and other expenses

 

$

155

 

 

$

37

 

 

$

214

 

 

$

140

 
Non-Operating (Expenses) Income, net

Non-Operating Expenses, net

Non-operating expenses, 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 equity 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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Interest income

 

$

111

 

 

$

90

 

 

$

380

 

 

$

180

 

Foreign currency losses, net

 

 

(59

)

 

 

(55

)

 

 

(172

)

 

 

(181

)

Noncontrolling interests in income

 

 

(51

)

 

 

(41

)

 

 

(130

)

 

 

(120

)

Losses from equity investments, net

 

 

(94

)

 

 

(122

)

 

 

(290

)

 

 

(249

)

Other income (expenses), net

 

 

84

 

 

 

(6

)

 

 

140

 

 

 

(16

)

Total non-operating expenses, net

 

$

(9

)

 

$

(134

)

 

$

(72

)

 

$

(386

)
Recent Accounting Pronouncements

Recent Accounting Pronouncements

Segment Reporting: In November 2023, the Financial Accounting Standards Board (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.

Fair Value Measurements

We perform fair value measurements in accordance with FASB Accounting Standards Codification (ASC) 820, Fair Value Measurement. 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
v3.24.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Tables)
 9 Months Ended
Feb. 29, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Acquisition Related and Other Expenses

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Transitional and other employee related costs

 

$

5

 

 

$

15

 

 

$

17

 

 

$

52

 

Business combination adjustments, net

 

 

4

 

 

 

2

 

 

 

17

 

 

 

10

 

Other, net

 

 

146

 

 

 

20

 

 

 

180

 

 

 

78

 

Total acquisition related and other expenses

 

$

155

 

 

$

37

 

 

$

214

 

 

$

140

 
Non-Operating (Expenses) Income, net

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Interest income

 

$

111

 

 

$

90

 

 

$

380

 

 

$

180

 

Foreign currency losses, net

 

 

(59

)

 

 

(55

)

 

 

(172

)

 

 

(181

)

Noncontrolling interests in income

 

 

(51

)

 

 

(41

)

 

 

(130

)

 

 

(120

)

Losses from equity investments, net

 

 

(94

)

 

 

(122

)

 

 

(290

)

 

 

(249

)

Other income (expenses), net

 

 

84

 

 

 

(6

)

 

 

140

 

 

 

(16

)

Total non-operating expenses, net

 

$

(9

)

 

$

(134

)

 

$

(72

)

 

$

(386

)
v3.24.0.1
FAIR VALUE MEASUREMENTS (Tables)
 9 Months Ended
Feb. 29, 2024
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

 

February 29, 2024

 

 

May 31, 2023

 

 

 

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

 

$

2,657

 

 

$

—

 

 

$

2,657

 

 

$

1,694

 

 

$

—

 

 

$

1,694

 

Time deposits and other

 

 

115

 

 

 

366

 

 

 

481

 

 

 

180

 

 

 

288

 

 

 

468

 

Derivative financial instruments

 

 

—

 

 

 

154

 

 

 

154

 

 

 

—

 

 

 

102

 

 

 

102

 

Total assets

 

$

2,772

 

 

$

520

 

 

$

3,292

 

 

$

1,874

 

 

$

390

 

 

$

2,264

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

—

 

 

$

98

 

 

$

98

 

 

$

—

 

 

$

126

 

 

$

126

 
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL (Tables)
 9 Months Ended
Feb. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

 

 

Intangible Assets, Gross

 

 

Accumulated Amortization

 

 

Intangible Assets, Net

 

 

Weighted
Average

 

(Dollars in millions)

 

May 31,
 2023

 

 

Additions

 

 

February 29,
 2024

 

 

May 31,
 2023

 

 

Expense

 

 

February 29,
 2024

 

 

May 31,
 2023

 

 

February 29,
 2024

 

 

Useful
Life(1)

 

Developed technology

 

$

4,300

 

 

$

59

 

 

$

4,359

 

 

$

(2,407

)

 

$

(507

)

 

$

(2,914

)

 

$

1,893

 

 

$

1,445

 

 

 

3

 

Cloud services and license support agreements and related relationships

 

 

9,456

 

 

 

—

 

 

 

9,456

 

 

 

(5,579

)

 

 

(781

)

 

 

(6,360

)

 

 

3,877

 

 

 

3,096

 

 

N.A.

 

Cloud license and on-premise license agreements and related relationships

 

 

2,688

 

 

 

—

 

 

 

2,688

 

 

 

(697

)

 

 

(350

)

 

 

(1,047

)

 

 

1,991

 

 

 

1,641

 

 

N.A.

 

Other

 

 

3,582

 

 

 

—

 

 

 

3,582

 

 

 

(1,506

)

 

 

(629

)

 

 

(2,135

)

 

 

2,076

 

 

 

1,447

 

 

N.A.

 

Total intangible assets, net

 

$

20,026

 

 

$

59

 

 

$

20,085

 

 

$

(10,189

)

 

$

(2,267

)

 

$

(12,456

)

 

$

9,837

 

 

$

7,629

 

 

 

 

 

 

(1)
Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2024.
Estimated Future Amortization Expenses Related to Intangible Assets

Remainder of fiscal 2024

 

$

739

 

Fiscal 2025

 

 

2,303

 

Fiscal 2026

 

 

1,639

 

Fiscal 2027

 

 

672

 

Fiscal 2028

 

 

635

 

Fiscal 2029

 

 

561

 

Thereafter

 

 

1,080

 

Total intangible assets, net

 

$

7,629

 
Goodwill

(in millions)

 

Cloud and License

 

 

Hardware

 

 

Services

 

 

Total Goodwill, net

 

Balances as of May 31, 2023

 

$

57,060

 

 

$

2,732

 

 

$

2,469

 

 

$

62,261

 

Goodwill adjustments, net(1)

 

 

3

 

 

 

—

 

 

 

(42

)

 

 

(39

)

Balances as of February 29, 2024

 

$

57,063

 

 

$

2,732

 

 

$

2,427

 

 

$

62,222

 

 

(1)
Amounts include any changes in goodwill balances for the period presented that resulted from foreign currency translations and certain other adjustments.
v3.24.0.1
RESTRUCTURING ACTIVITIES (Tables)
 9 Months Ended
Feb. 29, 2024
Restructuring and Related Activities [Abstract]  
Summary of All Plans

 

 

Accrued

 

 

Nine Months Ended February 29, 2024

 

 

Accrued

 

 

Total
Costs

 

 

Total
Expected

 

(in millions)

 

May 31,
2023(2)

 

 

Initial
Costs(3)

 

 

Adj. to
Cost(4)

 

 

Cash
Payments

 

 

Others(5)

 

 

February 29,
2024(2)

 

 

Accrued
to Date

 

 

Program
Costs

 

2024 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

—

 

 

$

146

 

 

$

(5

)

 

$

(87

)

 

$

—

 

 

$

54

 

 

$

141

 

 

$

194

 

Hardware

 

 

—

 

 

 

7

 

 

 

—

 

 

 

(3

)

 

 

—

 

 

 

4

 

 

 

7

 

 

 

12

 

Services

 

 

—

 

 

 

38

 

 

 

(1

)

 

 

(28

)

 

 

—

 

 

 

9

 

 

 

37

 

 

 

150

 

Other

 

 

—

 

 

 

152

 

 

 

(1

)

 

 

(94

)

 

 

1

 

 

 

58

 

 

 

151

 

 

 

272

 

Total 2024 Restructuring Plan

 

$

—

 

 

$

343

 

 

$

(7

)

 

$

(212

)

 

$

1

 

 

$

125

 

 

$

336

 

 

$

628

 

Total other restructuring plans(6)

 

$

199

 

 

$

—

 

 

$

(25

)

 

$

(79

)

 

$

2

 

 

$

97

 

 

 

 

 

 

 

Total restructuring plans

 

$

199

 

 

$

343

 

 

$

(32

)

 

$

(291

)

 

$

3

 

 

$

222

 

 

 

 

 

 

 

 

(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 29, 2024 and May 31, 2023, 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.
v3.24.0.1
DEFERRED REVENUES (Tables)
 9 Months Ended
Feb. 29, 2024
Deferred Revenue Disclosure [Abstract]  
Deferred Revenues

(in millions)

 

February 29,
 2024

 

 

May 31,
 2023

 

Cloud services and license support

 

$

7,999

 

 

$

7,983

 

Hardware

 

 

477

 

 

 

535

 

Services

 

 

401

 

 

 

400

 

Cloud license and on-premise license

 

 

54

 

 

 

52

 

Deferred revenues, current

 

 

8,931

 

 

 

8,970

 

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

 

 

1,265

 

 

 

968

 

Total deferred revenues

 

$

10,196

 

 

$

9,938

 
v3.24.0.1
STOCKHOLDERS' EQUITY (DEFICIT) (Tables)
 9 Months Ended
Feb. 29, 2024
Stockholders' Equity Note [Abstract]  
Stock-Based Compensation Expense

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Cloud services and license support

 

$

138

 

 

$

114

 

 

$

386

 

 

$

319

 

Hardware

 

 

6

 

 

 

5

 

 

 

17

 

 

 

13

 

Services

 

 

45

 

 

 

39

 

 

 

123

 

 

 

99

 

Sales and marketing

 

 

179

 

 

 

158

 

 

 

488

 

 

 

433

 

Research and development

 

 

584

 

 

 

517

 

 

 

1,642

 

 

 

1,448

 

General and administrative

 

 

96

 

 

 

91

 

 

 

271

 

 

 

271

 

Total stock-based compensation

 

$

1,048

 

 

$

924

 

 

$

2,927

 

 

$

2,583

 
v3.24.0.1
SEGMENT INFORMATION (Tables)
 9 Months Ended
Feb. 29, 2024
Segment Reporting [Abstract]  
Summary of Businesses Results

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

11,219

 

 

$

10,211

 

 

$

32,392

 

 

$

29,565

 

Cloud services and license support expenses

 

 

2,288

 

 

 

1,842

 

 

 

6,433

 

 

 

5,209

 

Sales and marketing expenses

 

 

1,758

 

 

 

1,874

 

 

 

5,339

 

 

 

5,738

 

Margin(1)

 

$

7,173

 

 

$

6,495

 

 

$

20,620

 

 

$

18,618

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

754

 

 

$

811

 

 

$

2,224

 

 

$

2,424

 

Hardware products and support expenses

 

 

208

 

 

 

236

 

 

 

623

 

 

 

758

 

Sales and marketing expenses

 

 

72

 

 

 

81

 

 

 

220

 

 

 

243

 

Margin(1)

 

$

474

 

 

$

494

 

 

$

1,381

 

 

$

1,423

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,307

 

 

$

1,376

 

 

$

4,058

 

 

$

4,129

 

Services expenses

 

 

1,120

 

 

 

1,147

 

 

 

3,431

 

 

 

3,265

 

Margin(1)

 

$

187

 

 

$

229

 

 

$

627

 

 

$

864

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

13,280

 

 

$

12,398

 

 

$

38,674

 

 

$

36,118

 

Expenses

 

 

5,446

 

 

 

5,180

 

 

 

16,046

 

 

 

15,213

 

Margin(1)

 

$

7,834

 

 

$

7,218

 

 

$

22,628

 

 

$

20,905

 

 

(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, 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 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Total margin for operating segments

 

$

7,834

 

 

$

7,218

 

 

$

22,628

 

 

$

20,905

 

Research and development

 

 

(2,248

)

 

 

(2,146

)

 

 

(6,689

)

 

 

(6,397

)

General and administrative

 

 

(377

)

 

 

(402

)

 

 

(1,146

)

 

 

(1,179

)

Amortization of intangible assets

 

 

(749

)

 

 

(886

)

 

 

(2,267

)

 

 

(2,712

)

Acquisition related and other

 

 

(155

)

 

 

(37

)

 

 

(214

)

 

 

(140

)

Restructuring

 

 

(90

)

 

 

(78

)

 

 

(311

)

 

 

(359

)

Stock-based compensation for operating segments

 

 

(368

)

 

 

(316

)

 

 

(1,014

)

 

 

(864

)

Expense allocations and other, net

 

 

(97

)

 

 

(93

)

 

 

(320

)

 

 

(301

)

Interest expense

 

 

(876

)

 

 

(908

)

 

 

(2,636

)

 

 

(2,550

)

Non-operating expenses, net

 

 

(9

)

 

 

(134

)

 

 

(72

)

 

 

(386

)

Income before income taxes

 

$

2,865

 

 

$

2,218

 

 

$

7,959

 

 

$

6,017

 
Disaggregation of Revenue by Geography and Ecosystem

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Americas

 

$

8,270

 

 

$

7,671

 

 

$

24,177

 

 

$

22,649

 

EMEA(1)

 

 

3,316

 

 

 

3,067

 

 

 

9,491

 

 

 

8,653

 

Asia Pacific

 

 

1,694

 

 

 

1,660

 

 

 

5,006

 

 

 

4,816

 

Total revenues

 

$

13,280

 

 

$

12,398

 

 

$

38,674

 

 

$

36,118

 

 

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Cloud services

 

$

5,054

 

 

$

4,053

 

 

$

14,464

 

 

$

11,445

 

License support

 

 

4,909

 

 

 

4,870

 

 

 

14,685

 

 

 

14,493

 

Total cloud services and license support revenues

 

$

9,963

 

 

$

8,923

 

 

$

29,149

 

 

$

25,938

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Applications cloud services and license support

 

$

4,584

 

 

$

4,166

 

 

$

13,529

 

 

$

12,262

 

Infrastructure cloud services and license support

 

 

5,379

 

 

 

4,757

 

 

 

15,620

 

 

 

13,676

 

Total cloud services and license support revenues

 

$

9,963

 

 

$

8,923

 

 

$

29,149

 

 

$

25,938

 
v3.24.0.1
EARNINGS PER SHARE (Tables)
 9 Months Ended
Feb. 29, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions, except per share data)

 

February 29,
 2024

 

 

February 28,
 2023

 

 

February 29,
 2024

 

 

February 28,
 2023

 

Net income

 

$

2,401

 

 

$

1,896

 

 

$

7,323

 

 

$

5,184

 

Weighted-average common shares outstanding

 

 

2,748

 

 

 

2,698

 

 

 

2,741

 

 

 

2,692

 

Dilutive effect of employee stock plans

 

 

71

 

 

 

78

 

 

 

79

 

 

 

65

 

Dilutive weighted-average common shares outstanding

 

 

2,819

 

 

 

2,776

 

 

 

2,820

 

 

 

2,757

 

Basic earnings per share

 

$

0.87

 

 

$

0.70

 

 

$

2.67

 

 

$

1.93

 

Diluted earnings per share

 

$

0.85

 

 

$

0.68

 

 

$

2.60

 

 

$

1.88

 

Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation(1)

 

 

27

 

 

 

33

 

 

 

27

 

 

 

56

 

 

(1)
These weighted shares relate to anti-dilutive restricted service based stock-based awards as calculated using the treasury stock method and contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.24.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Contract with Customer, Asset and Liability [Abstract]        
Revenues recognized included in opening deferred revenues balances     $ 8,500 $ 7,700
Revenue, Performance Obligation [Abstract]        
Remaining performance obligation, amount $ 80,200   80,200  
Sales of Financing Receivables [Abstract]        
Sales of financing receivables $ 269 $ 344 $ 1,100 $ 1,500
Accounting Standards Update 2020-04 [Member]        
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]        
Accounting Standards Update, Adopted true   true  
Immaterial effect true   true  
v3.24.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER Narrative (Details1)
Feb. 29, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-03-01  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Remaining performance obligation, percentage 43.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 12 months
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 35.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 2 years
v3.24.0.1
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Mar. 05, 2024
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
May 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Non-marketable debt investments and equity securities and related instruments   $ 1,900   $ 1,900   $ 1,600
Acquisition Related and Other Expenses [Abstract]            
Transitional and other employee related costs   5 $ 15 17 $ 52  
Business combination adjustments, net   4 2 17 10  
Other, net   146 20 180 78  
Total acquisition related and other expenses   155 37 214 140  
Non-Operating Expenses, net [Abstract]            
Interest income   111 90 380 180  
Foreign currency losses, net   (59) (55) (172) (181)  
Noncontrolling interests in income   (51) (41) (130) (120)  
Losses from equity investments, net   (94) (122) (290) (249)  
Other income (expenses), net   84 (6) 140 (16)  
Total non-operating expenses, net   (9) $ (134) (72) $ (386)  
Ampere [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Non-marketable debt investments and equity securities and related instruments   $ 1,400   $ 1,400    
Ownership interest, percent   29.00%   29.00%    
Additional investment in convertible debt instruments   $ 125        
Ampere [Member] | Subsequent Event [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Additional equity interest acquisition, exercise date 2027-01          
Ampere [Member] | Subsequent Event [Member] | Minimum [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Option excercise price to acquire equity interest $ 400          
Ampere [Member] | Subsequent Event [Member] | Maximum [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Option excercise price to acquire equity interest $ 1,500          
Ampere [Member] | Convertible Debt Investments [Member] | Subsequent Event [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Investment maturity, month and year 2026-06          
v3.24.0.1
ACQUISITIONS Narrative (Details) - USD ($)
$ in Millions
 9 Months Ended
Jun. 08, 2022
Feb. 29, 2024
Feb. 28, 2023
May 31, 2023
Business Acquisition [Line Items]        
Fair values of restricted stock-based awards and stock options assumed   $ 0 $ 55  
Goodwill   $ 62,222   $ 62,261
Cerner Corporation [Member]        
Business Acquisition [Line Items]        
Total preliminary purchase price $ 28,200      
Preliminary purchase price, in cash 28,200      
Fair values of restricted stock-based awards and stock options assumed 55      
Goodwill 18,600      
Intangible assets 12,000      
Tangible liabilities, Net $ 2,400      
v3.24.0.1
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Millions
Feb. 29, 2024
May 31, 2023
Assets [Abstract]    
Derivative financial instruments $ 154 $ 102
Total assets 3,292 2,264
Liabilities [Abstract]    
Derivative financial instruments 98 126
Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 2,657 1,694
Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 481 468
Fair Value Measurements Using Input Types Level 1 [Member]    
Assets [Abstract]    
Derivative financial instruments 0 0
Total assets 2,772 1,874
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 2,657 1,694
Fair Value Measurements Using Input Types Level 1 [Member] | Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 115 180
Fair Value Measurements Using Input Types Level 2 [Member]    
Assets [Abstract]    
Derivative financial instruments 154 102
Total assets 520 390
Liabilities [Abstract]    
Derivative financial instruments 98 126
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 $ 366 $ 288
v3.24.0.1
FAIR VALUE MEASUREMENTS Narrative (Details) - Senior Notes and Other Long Term Borrowings [Member] - USD ($)
$ in Billions
Feb. 29, 2024
May 31, 2023
Marketable security investments maturity information [Abstract]    
Total debt, carrying value $ 86.5 $ 89.9
Fair Value Measurements Using Input Types Level 2 [Member]    
Marketable security investments maturity information [Abstract]    
Total debt, fair value $ 77.4 $ 79.9
v3.24.0.1
INTANGIBLE ASSETS (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
May 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross $ 20,085   $ 20,085   $ 20,026
Additions     59    
Accumulated Amortization, (12,456)   (12,456)   (10,189)
Expense (749) $ (886) (2,267) $ (2,712)  
Intangible Assets, Net 7,629   7,629   9,837
Developed technology [Member]          
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross 4,359   4,359   4,300
Additions     59    
Accumulated Amortization, (2,914)   (2,914)   (2,407)
Expense     (507)    
Intangible Assets, Net 1,445   $ 1,445   1,893
Weighted Average Useful Life     3 years    
Cloud services and license support agreements and related relationships [Member]          
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross 9,456   $ 9,456   9,456
Additions     0    
Accumulated Amortization, (6,360)   (6,360)   (5,579)
Expense     (781)    
Intangible Assets, Net 3,096   3,096   3,877
Cloud license and on premise license agreements and related relationships [Member]          
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross 2,688   2,688   2,688
Additions     0    
Accumulated Amortization, (1,047)   (1,047)   (697)
Expense     (350)    
Intangible Assets, Net 1,641   1,641   1,991
Other [Member]          
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross 3,582   3,582   3,582
Additions     0    
Accumulated Amortization, (2,135)   (2,135)   (1,506)
Expense     (629)    
Intangible Assets, Net $ 1,447   $ 1,447   $ 2,076
v3.24.0.1
INTANGIBLE ASSETS AMORTIZATION (Details) - USD ($)
$ in Millions
Feb. 29, 2024
May 31, 2023
Finite lived intangible assets future amortization expense [Abstract]    
Remainder of fiscal 2024 $ 739  
Fiscal 2025 2,303  
Fiscal 2026 1,639  
Fiscal 2027 672  
Fiscal 2028 635  
Fiscal 2029 561  
Thereafter 1,080  
Intangible Assets, Net $ 7,629 $ 9,837
v3.24.0.1
GOODWILL (Details)
$ in Millions
 9 Months Ended
Feb. 29, 2024
USD ($)
Goodwill [Line Items]  
Balances at period start $ 62,261
Goodwill adjustments, net (39) [1]
Balances at period end 62,222
Cloud and License [Member]  
Goodwill [Line Items]  
Balances at period start 57,060
Goodwill adjustments, net 3 [1]
Balances at period end 57,063
Hardware [Member]  
Goodwill [Line Items]  
Balances at period start 2,732
Goodwill adjustments, net 0 [1]
Balances at period end 2,732
Services [Member]  
Goodwill [Line Items]  
Balances at period start 2,469
Goodwill adjustments, net (42) [1]
Balances at period end $ 2,427
[1] Amounts include any changes in goodwill balances for the period presented that resulted from foreign currency translations and certain other adjustments.
v3.24.0.1
RESTRUCTURING ACTIVITIES Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Restructuring Cost and Reserve [Line Items]        
Restructuring expenses $ 90 $ 78 $ 311 $ 359
Fiscal 2024 Oracle Restructuring [Member]        
Restructuring Cost and Reserve [Line Items]        
Total estimated restructuring costs [1] 628   628  
Restructuring expenses     336  
Fiscal 2024 Oracle Restructuring [Member] | Maximum [Member]        
Restructuring Cost and Reserve [Line Items]        
Total estimated restructuring costs $ 628   $ 628  
[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.
v3.24.0.1
RESTRUCTURING ACTIVITIES (Details)
$ in Millions
 9 Months Ended
Feb. 29, 2024
USD ($)
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start $ 199 [1]
Initial Costs 343 [2]
Adjustments to Cost (32) [3]
Cash Payments (291)
Others 3 [4]
Accrued at period end 222 [1]
Fiscal 2024 Oracle Restructuring [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 0 [1],[5]
Initial Costs 343 [2],[5]
Adjustments to Cost (7) [3],[5]
Cash Payments (212) [5]
Others 1 [4],[5]
Accrued at period end 125 [1],[5]
Total Costs Accrued to Date 336 [5]
Total Expected Program Costs 628 [5]
Fiscal 2024 Oracle Restructuring [Member] | Other [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 0 [1],[5]
Initial Costs 152 [2],[5]
Adjustments to Cost (1) [3],[5]
Cash Payments (94) [5]
Others 1 [4],[5]
Accrued at period end 58 [1],[5]
Total Costs Accrued to Date 151 [5]
Total Expected Program Costs 272 [5]
Fiscal 2024 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 0 [1],[5]
Initial Costs 146 [2],[5]
Adjustments to Cost (5) [3],[5]
Cash Payments (87) [5]
Others 0 [4],[5]
Accrued at period end 54 [1],[5]
Total Costs Accrued to Date 141 [5]
Total Expected Program Costs 194 [5]
Fiscal 2024 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 0 [1],[5]
Initial Costs 7 [2],[5]
Adjustments to Cost 0 [3],[5]
Cash Payments (3) [5]
Others 0 [4],[5]
Accrued at period end 4 [1],[5]
Total Costs Accrued to Date 7 [5]
Total Expected Program Costs 12 [5]
Fiscal 2024 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 0 [1],[5]
Initial Costs 38 [2],[5]
Adjustments to Cost (1) [3],[5]
Cash Payments (28) [5]
Others 0 [4],[5]
Accrued at period end 9 [1],[5]
Total Costs Accrued to Date 37 [5]
Total Expected Program Costs 150 [5]
Other Restructuring Plans [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 199 [1],[6]
Initial Costs 0 [2],[6]
Adjustments to Cost (25) [3],[6]
Cash Payments (79) [6]
Others 2 [4],[6]
Accrued at period end $ 97 [1],[6]
[1] As of February 29, 2024 and May 31, 2023, 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.
v3.24.0.1
DEFERRED REVENUES (Details) - USD ($)
$ in Millions
Feb. 29, 2024
May 31, 2023
Deferred Revenues [Line Items]    
Deferred revenues, current $ 8,931 $ 8,970
Deferred revenues, non-current (in other non-current liabilities) 1,265 968
Total deferred revenues 10,196 9,938
Cloud services and license support [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 7,999 7,983
Hardware [Member] | Hardware [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 477 535
Services [Member] | Services [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 401 400
Cloud license and on-premise license [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current $ 54 $ 52
v3.24.0.1
STOCKHOLDERS' EQUITY (DEFICIT) Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Billions
 9 Months Ended
Mar. 11, 2024
Feb. 29, 2024
Feb. 28, 2023
Stock Repurchases [Abstract]      
Amount available for future repurchases   $ 7.1  
Repurchases of common stock (in shares)   9.4 15.4
Repurchased amount   $ 1.1 $ 1.1
Stock-based compensation expense and valuations of stock awards [Abstract]      
Number of shares issued share-based awards   46.0  
Forfeitures and cancellations (in shares)   6.0  
Subsequent Event [Member]      
Dividends on Common Stock [Abstract]      
Dividends declared per share of outstanding common stock (in dollars per share) $ 0.40    
Dividend payable date Apr. 24, 2024    
Dividend record date Apr. 10, 2024    
v3.24.0.1
STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 1,048 $ 924 $ 2,927 $ 2,583
Cloud services and license support [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 138 114 386 319
Hardware [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 6 5 17 13
Services [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 45 39 123 99
Sales and marketing [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 179 158 488 433
Research and development [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 584 517 1,642 1,448
General and administrative [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 96 $ 91 $ 271 $ 271
v3.24.0.1
INCOME TAXES (Details) - USD ($)
$ in Billions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
May 31, 2023
Income Tax Disclosure [Abstract]          
Effective income tax rate 16.20% 14.50% 8.00% 13.80%  
Deferred Tax Assets, Net [Abstract]          
Net deferred tax assets $ 8.2   $ 8.2   $ 6.5
v3.24.0.1
SEGMENT INFORMATION Narrative (Details)
 9 Months Ended
Feb. 29, 2024
Segment
Business
Segment reporting information [Line Items]  
Number of businesses | Business 3
Cloud and License [Member]  
Segment reporting information [Line Items]  
Number of operating segments 1
Hardware [Member]  
Segment reporting information [Line Items]  
Number of operating segments 1
Services [Member]  
Segment reporting information [Line Items]  
Number of operating segments 1
v3.24.0.1
SEGMENT INFORMATION (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Segment reporting information [Line Items]        
Revenues $ 13,280 $ 12,398 $ 38,674 $ 36,118
Cloud services and license support expenses [1] 2,452 1,980 6,905 5,606
Sales and marketing expenses [1] 2,042 2,150 6,161 6,544
Margin 3,750 3,260 10,667 8,953
Operating Segments [Member]        
Segment reporting information [Line Items]        
Revenues 13,280 12,398 38,674 36,118
Expenses 5,446 5,180 16,046 15,213
Margin [2] 7,834 7,218 22,628 20,905
Operating Segments [Member] | Cloud and License [Member]        
Segment reporting information [Line Items]        
Revenues 11,219 10,211 32,392 29,565
Cloud services and license support expenses 2,288 1,842 6,433 5,209
Sales and marketing expenses 1,758 1,874 5,339 5,738
Margin [2] 7,173 6,495 20,620 18,618
Operating Segments [Member] | Hardware [Member]        
Segment reporting information [Line Items]        
Revenues 754 811 2,224 2,424
Hardware products and support expenses 208 236 623 758
Sales and marketing expenses 72 81 220 243
Margin [2] 474 494 1,381 1,423
Operating Segments [Member] | Services [Member]        
Segment reporting information [Line Items]        
Revenues 1,307 1,376 4,058 4,129
Services expenses 1,120 1,147 3,431 3,265
Margin [2] $ 187 $ 229 $ 627 $ 864
[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, 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.
v3.24.0.1
SEGMENT INFORMATION RECONCILIATION (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments $ 3,750 $ 3,260 $ 10,667 $ 8,953
Research and development (2,248) (2,146) (6,689) (6,397)
General and administrative (377) (402) (1,146) (1,179)
Amortization of intangible assets (749) (886) (2,267) (2,712)
Acquisition related and other (155) (37) (214) (140)
Restructuring (90) (78) (311) (359)
Stock-based compensation for operating segments (368) (316) (1,014) (864)
Expense allocations and other, net (97) (93) (320) (301)
Interest expense (876) (908) (2,636) (2,550)
Non-operating expenses, net (9) (134) (72) (386)
Income before income taxes 2,865 2,218 7,959 6,017
Operating Segments [Member]        
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments [1] $ 7,834 $ 7,218 $ 22,628 $ 20,905
[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, 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.
v3.24.0.1
SUMMARY OF TOTAL REVENUES BY GEOGRAPHIC REGION (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Disaggregation of Revenue [Line Items]        
Total revenues $ 13,280 $ 12,398 $ 38,674 $ 36,118
Americas [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 8,270 7,671 24,177 22,649
EMEA [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues [1] 3,316 3,067 9,491 8,653
Asia Pacific [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues [1] $ 1,694 $ 1,660 $ 5,006 $ 4,816
[1] Comprised of Europe, the Middle East and Africa
v3.24.0.1
SUMMARY OF CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEMS (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Disaggregation of Revenue [Line Items]        
Total revenues $ 13,280 $ 12,398 $ 38,674 $ 36,118
Cloud Services [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 5,054 4,053 14,464 11,445
License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 4,909 4,870 14,685 14,493
Cloud services and license support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 9,963 8,923 29,149 25,938
Applications Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 4,584 4,166 13,529 12,262
Infrastructure Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues $ 5,379 $ 4,757 $ 15,620 $ 13,676
v3.24.0.1
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Earnings Per Share [Abstract]        
Net Income (Loss) $ 2,401 $ 1,896 $ 7,323 $ 5,184
Weighted average common shares outstanding 2,748 2,698 2,741 2,692
Dilutive effect of employee stock plans 71 78 79 65
Dilutive weighted average common shares outstanding 2,819 2,776 2,820 2,757
Basic earnings per share $ 0.87 $ 0.7 $ 2.67 $ 1.93
Diluted earnings per share $ 0.85 $ 0.68 $ 2.6 $ 1.88
Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation [1] 27 33 27 56
[1] These weighted shares relate to anti-dilutive restricted service based stock-based awards as calculated using the treasury stock method and contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.24.0.1
LEGAL PROCEEDINGS (Details)
Aug. 10, 2018
USD ($)
Derivative Litigation Concerning Oracle Cloud Business  
Loss Contingencies [Line Items]  
Payment of legal settlements $ 17,500,000