ORACLE CORP, 10-Q filed on 12/10/2024
Quarterly Report
v3.24.3
DOCUMENT AND ENTITY INFORMATION - shares
6 Months Ended
Nov. 30, 2024
Dec. 06, 2024
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Nov. 30, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2025  
Entity Registrant Name Oracle Corporation  
Entity Central Index Key 0001341439  
Current Fiscal Year End Date --05-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   2,796,956,000
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 $0.01 per share  
Trading Symbol ORCL  
Security Exchange Name NYSE  
3.125% senior notes due July 2025 [Member]    
Document Information [Line Items]    
Title of 12(b) Security 3.125% senior notes due July 2025  
Security Exchange Name NYSE  
No Trading Symbol Flag true  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Nov. 30, 2024
May 31, 2024
Current assets:    
Cash and cash equivalents $ 10,941 $ 10,454
Marketable securities 370 207
Trade receivables, net of allowances for credit losses of $546 and $485 as of November 30, 2024 and May 31, 2024, respectively 8,177 7,874
Prepaid expenses and other current assets 4,015 4,019
Total current assets 23,503 22,554
Non-current assets:    
Property, plant and equipment, net 26,432 21,536
Intangible assets, net 5,679 6,890
Goodwill, net 62,204 62,230
Deferred tax assets 11,984 12,273
Other non-current assets 18,681 15,493
Total non-current assets 124,980 118,422
Total assets 148,483 140,976
Current liabilities:    
Notes payable and other borrowings, current 8,162 10,605
Accounts payable 2,679 2,357
Accrued compensation and related benefits 1,653 1,916
Deferred revenues 9,430 9,313
Other current liabilities 7,128 7,353
Total current liabilities 29,052 31,544
Non-current liabilities:    
Notes payable and other borrowings, non-current 80,462 76,264
Income taxes payable 9,553 10,817
Deferred tax liabilities 2,864 3,692
Other non-current liabilities 12,316 9,420
Total non-current liabilities 105,195 100,193
Commitments and contingencies
Oracle Corporation stockholders' deficit:    
Preferred stock, $0.01 par value—authorized: 1.0 shares; outstanding: none 0 0
Common stock, $0.01 par value and additional paid in capital - authorized: 11,000 shares; outstanding: 2,796 shares and 2,755 shares as of November 30, 2024 and May 31, 2024, respectively 34,310 32,764
Accumulated deficit (19,045) (22,628)
Accumulated other comprehensive loss (1,519) (1,432)
Total Oracle Corporation stockholders' deficit 13,746 8,704
Noncontrolling interests 490 535
Total stockholders' deficit 14,236 9,239
Total liabilities and stockholders' deficit $ 148,483 $ 140,976
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($)
shares in Millions, $ in Millions
Nov. 30, 2024
May 31, 2024
Statement of Financial Position [Abstract]    
Allowance for credit losses $ 546 $ 485
Preferred stock par value per share $ 0.01 $ 0.01
Preferred stock shares authorized 1.0 1.0
Preferred stock shares outstanding 0.0 0.0
Common stock par value per share $ 0.01 $ 0.01
Common stock shares authorized 11,000.0 11,000.0
Common stock shares outstanding 2,796.0 2,755.0
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Revenues:        
Cloud services and license support $ 10,806 $ 9,639 $ 21,324 $ 19,186
Cloud license and on-premise license 1,195 1,178 2,065 1,987
Hardware 728 756 1,383 1,470
Services 1,330 1,368 2,594 2,751
Total revenues 14,059 12,941 27,366 25,394
Operating expenses:        
Cloud services and license support [1] 2,746 2,274 5,344 4,452
Hardware [1] 172 213 333 432
Services [1] 1,167 1,253 2,314 2,465
Sales and marketing [1] 2,190 2,093 4,226 4,118
Research and development 2,471 2,226 4,777 4,442
General and administrative 387 375 745 769
Amortization of intangible assets 591 755 1,215 1,518
Acquisition related and other 31 47 44 58
Restructuring 84 83 157 222
Total operating expenses 9,839 9,319 19,155 18,476
Operating income 4,220 3,622 8,211 6,918
Interest expense (866) (888) (1,708) (1,760)
Non-operating income (expenses), net 36 (14) 57 (63)
Income before income taxes 3,390 2,720 6,560 5,095
Provision for income taxes 239 217 480 172
Net income $ 3,151 $ 2,503 $ 6,080 $ 4,923
Earnings per share:        
Basic $ 1.13 $ 0.91 $ 2.19 $ 1.8
Diluted $ 1.1 $ 0.89 $ 2.13 $ 1.75
Weighted average common shares outstanding:        
Basic 2,790 2,746 2,775 2,737
Diluted 2,869 2,817 2,860 2,820
[1] Exclusive of amortization of intangible assets, which is shown separately.
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 3,151 $ 2,503 $ 6,080 $ 4,923
Other comprehensive (loss) income, net of tax:        
Net foreign currency translation (losses) gains (217) 86 3 42
Net unrealized gains (losses) on cash flow hedges 28 (17) (88) 55
Other, net (2) 1 (2) (2)
Total other comprehensive (loss) income, net (191) 70 (87) 95
Comprehensive income $ 2,960 $ 2,573 $ 5,993 $ 5,018
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($)
$ in Millions
Total
Common Stock and Additional Paid in Capital
Accumulated Deficit
Other Stockholders' Equity, Net
Balance, beginning of period at May. 31, 2023   $ 30,215 $ (27,620) $ (1,039)
Other comprehensive (loss) income, net $ 95     95
Common stock issued   426    
Stock-based compensation   1,878    
Repurchases of common stock (600) (56) (544)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (1,733)    
Cash dividends declared     (2,190)  
Net income     4,923  
Other, net   (6)   29
Balance, end of period at Nov. 30, 2023 $ 4,378 30,724 (25,431) (915)
Cash dividends declared per common share $ 0.8      
Balance, beginning of period at Aug. 31, 2023   30,295 (26,428) (1,026)
Other comprehensive (loss) income, net $ 70     70
Common stock issued   118    
Stock-based compensation   1,029    
Repurchases of common stock   (43) (407)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (673)    
Cash dividends declared     (1,099)  
Net income     2,503  
Other, net   (2)   41
Balance, end of period at Nov. 30, 2023 $ 4,378 30,724 (25,431) (915)
Cash dividends declared per common share $ 0.4      
Balance, beginning of period at May. 31, 2024 $ 9,239 32,764 (22,628) (897)
Other comprehensive (loss) income, net (87)     (87)
Common stock issued   307    
Stock-based compensation   2,176    
Repurchases of common stock (300) (24) (276)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (898)    
Cash dividends declared     (2,221)  
Net income     6,080  
Other, net   (15)   (45)
Balance, end of period at Nov. 30, 2024 $ 14,236 34,310 (19,045) (1,029)
Cash dividends declared per common share $ 0.8      
Balance, beginning of period at Aug. 31, 2024   33,083 (20,939) (875)
Other comprehensive (loss) income, net $ (191)     (191)
Common stock issued   128    
Stock-based compensation   1,170    
Repurchases of common stock   (11) (139)  
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards   (47)    
Cash dividends declared     (1,118)  
Net income     3,151  
Other, net   (13)   37
Balance, end of period at Nov. 30, 2024 $ 14,236 $ 34,310 $ (19,045) $ (1,029)
Cash dividends declared per common share $ 0.4      
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Cash flows from operating activities:    
Net income $ 6,080 $ 4,923
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 1,712 1,510
Amortization of intangible assets 1,215 1,518
Deferred income taxes (601) (1,049)
Stock-based compensation 2,176 1,878
Other, net 298 331
Changes in operating assets and liabilities:    
(Increase) decrease in trade receivables, net (451) 145
Decrease in prepaid expenses and other assets 676 301
Decrease in accounts payable and other liabilities (1,143) (1,048)
Decrease in income taxes payable (1,685) (1,541)
Increase in deferred revenues 454 149
Net cash provided by operating activities 8,731 7,117
Cash flows from investing activities:    
Purchases of marketable securities and other investments (636) (515)
Proceeds from sales and maturities of marketable securities and other investments 356 157
Acquisitions, net of cash acquired 0 (59)
Capital expenditures (6,273) (2,394)
Net cash used for investing activities (6,553) (2,811)
Cash flows from financing activities:    
Payments for repurchases of common stock (300) (600)
Proceeds from issuances of common stock 307 426
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards (898) (1,733)
Payments of dividends to stockholders (2,221) (2,190)
(Repayments of) proceeds from issuances of commercial paper, net (396) 1,749
Proceeds from issuances of senior notes and term loan credit agreements, net of issuance costs 11,837 0
Repayments of senior notes and term loan credit agreements (9,700) (3,500)
Other, net (276) 31
Net cash used for financing activities (1,647) (5,817)
Effect of exchange rate changes on cash and cash equivalents (44) (10)
Net increase (decrease) in cash and cash equivalents 487 (1,521)
Cash and cash equivalents at beginning of period 10,454 9,765
Cash and cash equivalents at end of period 10,941 8,244
Non-cash investing activities:    
Unpaid capital expenditures $ 2,086 $ 563
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 3,151 $ 2,503 $ 6,080 $ 4,923
v3.24.3
Insider Trading Arrangements
3 Months Ended
Nov. 30, 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 November 30, 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):

Safra Catz, our Chief Executive Officer and Director, adopted a new trading plan on September 25, 2024. The plan’s maximum duration is until July 20, 2025, and first trades will not occur until January 2, 2025, at the earliest. The trading plan is intended to permit Ms. Catz to exercise and sell the following performance stock options (PSOs) granted on July 20, 2017 and set to expire on July 20, 2025: (i) 7,500,000 currently vested PSOs; and (ii) any PSOs that vest in the future based on fiscal year 2025 performance.

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.

Safra Catz [Member]  
Trading Arrangements, by Individual  
Name Safra Catz
Title Chief Executive Officer and Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date September 25, 2024
Expiration Date July 20, 2025
Arrangement Duration 299 days
Aggregate Available 7,500,000
v3.24.3
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER
6 Months Ended
Nov. 30, 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 United States (U.S.) Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

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

There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the six months ended November 30, 2024.

Use of Estimates

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

During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025. Based on the carrying value of our servers and networking equipment as of May 31, 2024, this change in accounting estimate decreased our total operating expenses by $189 million and increased our net income by $149 million, or $0.05 per both basic and diluted share, for the second quarter of fiscal 2025 and decreased our total operating expenses by $386 million and increased our net income by $306 million, or $0.11 per both basic and diluted share, for the first half of fiscal 2025.

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of November 30, 2024 and May 31, 2024 and our condensed consolidated statements of cash flows for the six months ended November 30, 2024 and 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 November 30, 2024 and May 31, 2024. The revenues recognized during the six months ended November 30, 2024 and 2023 that were included in the opening deferred revenues balances as of May 31, 2024 and 2023 were approximately $6.9 billion and $6.8 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 six months ended November 30, 2024 and 2023, respectively.

Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, were $97.3 billion as of November 30, 2024, of which we expect to recognize approximately 39% as revenues over the next twelve months, 39% over the subsequent month 13 to month 36, 19% over the subsequent month 37 to month 60 and the remainder thereafter.

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $266 million and $861 million for the three and six months ended November 30, 2024, respectively, and $255 million and $816 million for the three and six months ended November 30, 2023, respectively.

Non-Marketable Investments

Our non-marketable debt investments and equity securities and related instruments totaled $1.9 billion and $2.0 billion as of November 30, 2024 and May 31, 2024, respectively, and are included in other non-current assets in the accompanying condensed consolidated balance sheets and are subject to periodic credit losses and impairment reviews. Certain of these non-marketable equity securities and related instruments are adjusted for observable price changes from orderly transactions. The majority of the non-marketable investments held as of these dates were with Ampere Computing Holdings LLC (Ampere), a related party entity in which we have an ownership interest of approximately 29% as of November 30, 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 income (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, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the six months ended November 30, 2024, we invested an aggregate of $135 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere after accounting for losses under the equity method of accounting was $1.5 billion as of November 30, 2024. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $450 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. If either of such options is exercised by us or our co-investors, we would obtain control of Ampere and consolidate its results with our results of operations. Ampere has historically generated net losses.

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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Transitional and other employee related costs

 

$

1

 

 

$

6

 

 

$

3

 

 

$

12

 

Business combination adjustments, net

 

 

(1

)

 

 

12

 

 

 

(5

)

 

 

13

 

Other, net

 

 

31

 

 

 

29

 

 

 

46

 

 

 

33

 

Total acquisition related and other expenses

 

$

31

 

 

$

47

 

 

$

44

 

 

$

58

 

Non-Operating Income (Expenses), net

Non-operating income (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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Interest income

 

$

149

 

 

$

133

 

 

$

283

 

 

$

269

 

Foreign currency losses, net

 

 

(9

)

 

 

(32

)

 

 

(59

)

 

 

(113

)

Noncontrolling interests in income

 

 

(47

)

 

 

(41

)

 

 

(90

)

 

 

(78

)

Losses from equity investments, net

 

 

(108

)

 

 

(79

)

 

 

(177

)

 

 

(197

)

Other income, net

 

 

51

 

 

 

5

 

 

 

100

 

 

 

56

 

Total non-operating income (expenses), net

 

$

36

 

 

$

(14

)

 

$

57

 

 

$

(63

)

 

Recent Accounting Pronouncements

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

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

Income Statement: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which enhances the disclosures required for expense disaggregation in our annual and interim

consolidated financial statements. ASU 2024-03 is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2024-03 on our consolidated financial statements.

v3.24.3
FAIR VALUE MEASUREMENTS
6 Months Ended
Nov. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS
2.
FAIR VALUE MEASUREMENTS

We perform fair value measurements in accordance with FASB ASC 820, Fair Value Measurement. ASC 820 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):

 

 

 

November 30, 2024

 

 

May 31, 2024

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

(in millions)

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

4,500

 

 

$

 

 

$

4,500

 

 

$

2,620

 

 

$

 

 

$

2,620

 

Time deposits and other

 

 

71

 

 

 

409

 

 

 

480

 

 

 

48

 

 

 

262

 

 

 

310

 

Derivative financial instruments

 

 

 

 

 

91

 

 

 

91

 

 

 

 

 

 

179

 

 

 

179

 

Total assets

 

$

4,571

 

 

$

500

 

 

$

5,071

 

 

$

2,668

 

 

$

441

 

 

$

3,109

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

 

 

$

100

 

 

$

100

 

 

$

 

 

$

96

 

 

$

96

 

 

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 November 30, 2024 and May 31, 2024, all of our marketable debt securities investments mature within one year. Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others.

Based on the trading prices of the $88.6 billion and $86.5 billion of senior notes and other long-term borrowings and the related fair value hedges that we had outstanding as of November 30, 2024 and May 31, 2024, respectively, the estimated fair values of the senior notes and other long-term borrowings and the related fair value hedges using Level 2 inputs at November 30, 2024 and May 31, 2024 were $82.0 billion and $77.2 billion, respectively.

v3.24.3
NOTES PAYABLE AND OTHER BORROWINGS
6 Months Ended
Nov. 30, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE AND OTHER BORROWINGS
3.
NOTES PAYABLE AND OTHER BORROWINGS

Senior Notes

In September 2024, we issued $6.3 billion, par value, of fixed-rate senior notes comprised of the following as of November 30, 2024:

 

 

 

November 30, 2024

(Dollars in millions)

 

Amount

 

 

Effective
Interest
Rate

$1,500, 4.20%, due September 2029

 

$

1,500

 

 

4.27%

$1,750, 4.70%, due September 2034

 

 

1,750

 

 

4.77%

$1,750, 5.375%, due September 2054

 

 

1,750

 

 

5.43%

$1,250, 5.50%, due September 2064

 

 

1,250

 

 

5.55%

Total fixed rate senior notes

 

$

6,250

 

 

 

Unamortized discount/issuance costs

 

 

(39

)

 

 

Total fixed-rate senior notes, net

 

$

6,211

 

 

 

 

We issued the senior notes to repay all or a portion of $2.0 billion of senior notes due November 2024, $3.5 billion of senior notes due April 2025 and $2.5 billion of senior notes due May 2025 and to pay accrued interest and any related premiums, fees and expenses in connection therewith; to repay all or a portion of commercial paper notes outstanding; and to use any remaining net proceeds from the borrowing for general corporate purposes, which may include stock repurchases, payment of cash dividends on our common stock, repayment of other indebtedness and future acquisitions. The interest is payable semi-annually. We may redeem some or all of the senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances.

The senior notes rank pari passu with any other existing and future unsecured and unsubordinated indebtedness of Oracle. All existing and future indebtedness and liabilities of the subsidiaries of Oracle are or will be effectively senior to the senior notes. We were in compliance with all senior notes-related covenants as of November 30, 2024. The material terms and conditions of the senior notes are set forth in, and the foregoing description of the senior notes is qualified in its entirety by reference to, the Officers’ Certificate filed herewith as Exhibit 4.01 and incorporated by reference herein.

v3.24.3
RESTRUCTURING ACTIVITIES
6 Months Ended
Nov. 30, 2024
Restructuring and Related Activities [Abstract]  
RESTRUCTURING ACTIVITIES
4.
RESTRUCTURING ACTIVITIES

Fiscal 2024 Oracle Restructuring Plan

During fiscal 2024, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2024 Restructuring Plan). In the second quarter of fiscal 2025, our management supplemented the 2024 Restructuring Plan to reflect additional actions that we expect to take. The total estimated restructuring costs associated with the 2024 Restructuring Plan are up to $673 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 $161 million and $243 million of restructuring expenses in connection with the 2024 Restructuring Plan during the six months ended November 30, 2024 and 2023, respectively. Any changes to the estimates of executing the 2024 Restructuring Plan will be reflected in our future results of operations.

Summary of All Plans

 

 

 

Accrued

 

 

Six Months Ended November 30, 2024

 

 

Accrued

 

 

Total
Costs

 

 

Total
Expected

 

(in millions)

 

May 31,
2024
(2)

 

 

Initial
Costs
(3)

 

 

Adj. to
Cost
(4)

 

 

Cash
Payments

 

 

Others(5)

 

 

November 30,
2024
(2)

 

 

Accrued
to Date

 

 

Program
Costs

 

2024 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

87

 

 

$

57

 

 

$

(2

)

 

$

(69

)

 

$

(2

)

 

$

71

 

 

$

250

 

 

$

259

 

Hardware

 

 

4

 

 

 

6

 

 

 

 

 

 

(5

)

 

 

 

 

 

5

 

 

 

15

 

 

 

18

 

Services

 

 

12

 

 

 

16

 

 

 

 

 

 

(12

)

 

 

 

 

 

16

 

 

 

61

 

 

 

87

 

Other

 

 

49

 

 

 

84

 

 

 

 

 

 

(78

)

 

 

 

 

 

55

 

 

 

267

 

 

 

309

 

Total 2024 Restructuring Plan

 

$

152

 

 

$

163

 

 

$

(2

)

 

$

(164

)

 

$

(2

)

 

$

147

 

 

$

593

 

 

$

673

 

Total other restructuring plans(6)

 

$

84

 

 

$

 

 

$

(4

)

 

$

(18

)

 

$

(1

)

 

$

61

 

 

 

 

 

 

 

Total restructuring plans

 

$

236

 

 

$

163

 

 

$

(6

)

 

$

(182

)

 

$

(3

)

 

$

208

 

 

 

 

 

 

 

 

(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 November 30, 2024 and May 31, 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.
(3)
Costs recorded for the respective restructuring plans during the period presented.
(4)
All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.
(5)
Represents foreign currency translation and certain other non-cash adjustments.
(6)
Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.
v3.24.3
DEFERRED REVENUES
6 Months Ended
Nov. 30, 2024
Deferred Revenue Disclosure [Abstract]  
DEFERRED REVENUES
5.
DEFERRED REVENUES

Deferred revenues consisted of the following:

 

(in millions)

 

November 30,
 2024

 

 

May 31,
 2024

 

Cloud services and license support

 

$

8,411

 

 

$

8,203

 

Hardware

 

 

583

 

 

 

546

 

Services

 

 

383

 

 

 

512

 

Cloud license and on-premise license

 

 

53

 

 

 

52

 

Deferred revenues, current

 

 

9,430

 

 

 

9,313

 

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

 

 

1,396

 

 

 

1,233

 

Total deferred revenues

 

$

10,826

 

 

$

10,546

 

 

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

v3.24.3
STOCKHOLDERS' EQUITY
6 Months Ended
Nov. 30, 2024
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY
6.
STOCKHOLDERS’ EQUITY

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of November 30, 2024, approximately $6.7 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 2.0 million shares for $300 million during the six months ended November 30, 2024 and 5.3 million shares for $600 million during the six months ended November 30, 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 December 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 January 23, 2025 to stockholders of record as of the close of business on January 9, 2025. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Fiscal 2025 Stock‑Based Awards Activity and Compensation Expense

During the first half of fiscal 2025, we issued 34 million restricted stock-based units (RSUs), substantially all of which were part of our annual stock-based award process and are subject to service-based vesting restrictions. These fiscal 2025 stock-based award issuances were partially offset by stock-based award forfeitures and cancellations of 4 million shares during the first half of fiscal 2025.

The RSUs that were granted during the six months ended November 30, 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, 2024.

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

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cloud services and license support

 

$

158

 

 

$

137

 

 

$

299

 

 

$

248

 

Hardware

 

 

8

 

 

 

6

 

 

 

14

 

 

 

11

 

Services

 

 

53

 

 

 

45

 

 

 

96

 

 

 

78

 

Sales and marketing

 

 

195

 

 

 

174

 

 

 

356

 

 

 

309

 

Research and development

 

 

657

 

 

 

573

 

 

 

1,226

 

 

 

1,057

 

General and administrative

 

 

99

 

 

 

94

 

 

 

185

 

 

 

175

 

Total stock-based compensation

 

$

1,170

 

 

$

1,029

 

 

$

2,176

 

 

$

1,878

 

v3.24.3
INCOME TAXES
6 Months Ended
Nov. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
7.
INCOME TAXES

Our effective tax rates for each of the periods presented are the result of the mix of income earned and losses incurred in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income. Our effective tax rates were 7.1% and 7.3% for the three and six months ended November 30, 2024, respectively, and 8.0% and 3.4% for the three and six months ended November 30, 2023, respectively.

Our net deferred tax assets were $9.1 billion and $8.6 billion as of November 30, 2024 and May 31, 2024, respectively. We believe that it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

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

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

We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, Egypt, 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.

v3.24.3
SEGMENT INFORMATION
6 Months Ended
Nov. 30, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION
8.
SEGMENT INFORMATION

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

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

Our cloud and license business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models including our cloud services and license support offerings; and our cloud license and on-premise license offerings. Cloud services and license support revenues are generated from offerings that are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Cloud services and license support contracts provide customers with access to the latest updates to the applications and infrastructure technologies as they become available and for which the customer contracted and also include related technical support services over the contractual term. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise 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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

12,001

 

 

$

10,817

 

 

$

23,389

 

 

$

21,173

 

Cloud services and license support expenses

 

 

2,555

 

 

 

2,105

 

 

 

4,977

 

 

 

4,145

 

Sales and marketing expenses

 

 

1,888

 

 

 

1,797

 

 

 

3,659

 

 

 

3,582

 

Margin(1)

 

$

7,558

 

 

$

6,915

 

 

$

14,753

 

 

$

13,446

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

728

 

 

$

756

 

 

$

1,383

 

 

$

1,470

 

Hardware products and support expenses

 

 

161

 

 

 

204

 

 

 

313

 

 

 

415

 

Sales and marketing expenses

 

 

69

 

 

 

78

 

 

 

135

 

 

 

148

 

Margin(1)

 

$

498

 

 

$

474

 

 

$

935

 

 

$

907

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,330

 

 

$

1,368

 

 

$

2,594

 

 

$

2,751

 

Services expenses

 

 

1,080

 

 

 

1,166

 

 

 

2,145

 

 

 

2,311

 

Margin(1)

 

$

250

 

 

$

202

 

 

$

449

 

 

$

440

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

14,059

 

 

$

12,941

 

 

$

27,366

 

 

$

25,394

 

Expenses

 

 

5,753

 

 

 

5,350

 

 

 

11,229

 

 

 

10,601

 

Margin(1)

 

$

8,306

 

 

$

7,591

 

 

$

16,137

 

 

$

14,793

 

 

(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 income (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 margin for operating segments to income before income taxes:

 

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Total margin for operating segments

 

$

8,306

 

 

$

7,591

 

 

$

16,137

 

 

$

14,793

 

Research and development

 

 

(2,471

)

 

 

(2,226

)

 

 

(4,777

)

 

 

(4,442

)

General and administrative

 

 

(387

)

 

 

(375

)

 

 

(745

)

 

 

(769

)

Amortization of intangible assets

 

 

(591

)

 

 

(755

)

 

 

(1,215

)

 

 

(1,518

)

Acquisition related and other

 

 

(31

)

 

 

(47

)

 

 

(44

)

 

 

(58

)

Restructuring

 

 

(84

)

 

 

(83

)

 

 

(157

)

 

 

(222

)

Stock-based compensation for operating segments

 

 

(414

)

 

 

(362

)

 

 

(765

)

 

 

(646

)

Expense allocations and other, net

 

 

(108

)

 

 

(121

)

 

 

(223

)

 

 

(220

)

Interest expense

 

 

(866

)

 

 

(888

)

 

 

(1,708

)

 

 

(1,760

)

Non-operating income (expenses), net

 

 

36

 

 

 

(14

)

 

 

57

 

 

 

(63

)

Income before income taxes

 

$

3,390

 

 

$

2,720

 

 

$

6,560

 

 

$

5,095

 

 

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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Americas

 

$

8,933

 

 

$

8,067

 

 

$

17,305

 

 

$

15,907

 

EMEA(1)

 

 

3,381

 

 

 

3,170

 

 

 

6,609

 

 

 

6,175

 

Asia Pacific

 

 

1,745

 

 

 

1,704

 

 

 

3,452

 

 

 

3,312

 

Total revenues

 

$

14,059

 

 

$

12,941

 

 

$

27,366

 

 

$

25,394

 

 

(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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cloud services

 

$

5,937

 

 

$

4,775

 

 

$

11,559

 

 

$

9,410

 

License support

 

 

4,869

 

 

 

4,864

 

 

 

9,765

 

 

 

9,776

 

Total cloud services and license support revenues

 

$

10,806

 

 

$

9,639

 

 

$

21,324

 

 

$

19,186

 

 

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

 

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Applications cloud services and license support

 

$

4,784

 

 

$

4,474

 

 

$

9,552

 

 

$

8,945

 

Infrastructure cloud services and license support

 

 

6,022

 

 

 

5,165

 

 

 

11,772

 

 

 

10,241

 

Total cloud services and license support revenues

 

$

10,806

 

 

$

9,639

 

 

$

21,324

 

 

$

19,186

 

v3.24.3
EARNINGS PER SHARE
6 Months Ended
Nov. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
9.
EARNINGS PER SHARE

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

 

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions, except per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

3,151

 

 

$

2,503

 

 

$

6,080

 

 

$

4,923

 

Weighted-average common shares outstanding

 

 

2,790

 

 

 

2,746

 

 

 

2,775

 

 

 

2,737

 

Dilutive effect of employee stock plans

 

 

79

 

 

 

71

 

 

 

85

 

 

 

83

 

Dilutive weighted-average common shares outstanding

 

 

2,869

 

 

 

2,817

 

 

 

2,860

 

 

 

2,820

 

Basic earnings per share

 

$

1.13

 

 

$

0.91

 

 

$

2.19

 

 

$

1.80

 

Diluted earnings per share

 

$

1.10

 

 

$

0.89

 

 

$

2.13

 

 

$

1.75

 

Anti-dilutive stock awards excluded from calculation(1)

 

 

22

 

 

 

27

 

 

 

23

 

 

 

27

 

 

(1)
These stock awards primarily relate to contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.24.3
LEGAL PROCEEDINGS
6 Months Ended
Nov. 30, 2024
Legal Proceedings [Abstract]  
LEGAL PROCEEDINGS
10.
LEGAL PROCEEDINGS

Derivative Litigation Concerning Oracle’s NetSuite Acquisition

On May 3 and July 18, 2017, two alleged stockholders filed separate derivative lawsuits in the Court of Chancery of the State of Delaware, purportedly on Oracle’s behalf. Thereafter, the court consolidated the two derivative cases and designated the July 18, 2017 complaint as the operative complaint. The consolidated lawsuit was brought against all the then-current members and one former member of our Board of Directors, and Oracle as a nominal defendant. 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 final amended complaint on December 11, 2020. The final amended 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 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. The court entered judgment for defendants on March 5, 2024. On April 2, 2024, plaintiffs filed a notice of appeal, appealing the court’s judgment and certain discovery decisions relating to the SLC. After full briefing, on October 23, 2024, the Supreme Court of Delaware, sitting en banc, heard oral argument on the appeal. The court has not yet issued a decision on this appeal.

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.

Derivative Litigation Concerning Oracle’s Cloud Business

On February 12 and May 6, 2019, two stockholder derivative lawsuits were filed in the U.S. 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 was 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 claimed 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 claimed that defendants violated their fiduciary duties of candor, good faith, loyalty, and due care by failing to prevent this alleged harm. Plaintiff also brought derivative claims for violations of federal securities laws. Plaintiff sought 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. The parties reached an agreement to settle this case, under which Oracle will implement certain corporate governance measures, which shall remain in place for five years, and Oracle would pay plaintiffs’ attorneys’ fees and costs of no more than $700,000. On April 5, 2024, plaintiffs filed a motion for preliminary approval of the proposed settlement. On August 8, 2024, the court held a hearing where it granted plaintiffs’ motion and preliminarily approved the settlement. On November 14, 2024, the court held a final fairness hearing. No one objected to the settlement, and the court approved the settlement,

entering a final judgment dismissing this case on November 14, 2024. On December 2, 2024, Oracle paid plaintiffs the $700,000 provided for in the settlement. This matter is now concluded.

Netherlands Privacy Class Action

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

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

On October 23, 2024, in anticipation of suspended proceedings following such Supreme Court appeal, the District Court effectively stayed proceedings by referring the matter to the “special docket session” on April 2, 2025.

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

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

Other Litigation

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

v3.24.3
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Policies)
6 Months Ended
Nov. 30, 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 United States (U.S.) Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

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

There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the six months ended November 30, 2024.

Use of Estimates

Use of Estimates

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

During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025. Based on the carrying value of our servers and networking equipment as of May 31, 2024, this change in accounting estimate decreased our total operating expenses by $189 million and increased our net income by $149 million, or $0.05 per both basic and diluted share, for the second quarter of fiscal 2025 and decreased our total operating expenses by $386 million and increased our net income by $306 million, or $0.11 per both basic and diluted share, for the first half of fiscal 2025.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of November 30, 2024 and May 31, 2024 and our condensed consolidated statements of cash flows for the six months ended November 30, 2024 and 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 November 30, 2024 and May 31, 2024. The revenues recognized during the six months ended November 30, 2024 and 2023 that were included in the opening deferred revenues balances as of May 31, 2024 and 2023 were approximately $6.9 billion and $6.8 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 six months ended November 30, 2024 and 2023, respectively.

Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, were $97.3 billion as of November 30, 2024, of which we expect to recognize approximately 39% as revenues over the next twelve months, 39% over the subsequent month 13 to month 36, 19% over the subsequent month 37 to month 60 and the remainder thereafter.

Sales of Financing Receivables

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $266 million and $861 million for the three and six months ended November 30, 2024, respectively, and $255 million and $816 million for the three and six months ended November 30, 2023, respectively.

Non-Marketable Investments

Non-Marketable Investments

Our non-marketable debt investments and equity securities and related instruments totaled $1.9 billion and $2.0 billion as of November 30, 2024 and May 31, 2024, respectively, and are included in other non-current assets in the accompanying condensed consolidated balance sheets and are subject to periodic credit losses and impairment reviews. Certain of these non-marketable equity securities and related instruments are adjusted for observable price changes from orderly transactions. The majority of the non-marketable investments held as of these dates were with Ampere Computing Holdings LLC (Ampere), a related party entity in which we have an ownership interest of approximately 29% as of November 30, 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 income (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, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the six months ended November 30, 2024, we invested an aggregate of $135 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere after accounting for losses under the equity method of accounting was $1.5 billion as of November 30, 2024. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $450 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. If either of such options is exercised by us or our co-investors, we would obtain control of Ampere and consolidate its results with our results of operations. Ampere has historically generated net losses.

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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Transitional and other employee related costs

 

$

1

 

 

$

6

 

 

$

3

 

 

$

12

 

Business combination adjustments, net

 

 

(1

)

 

 

12

 

 

 

(5

)

 

 

13

 

Other, net

 

 

31

 

 

 

29

 

 

 

46

 

 

 

33

 

Total acquisition related and other expenses

 

$

31

 

 

$

47

 

 

$

44

 

 

$

58

 

Non-Operating Income (Expenses), net

Non-Operating Income (Expenses), net

Non-operating income (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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Interest income

 

$

149

 

 

$

133

 

 

$

283

 

 

$

269

 

Foreign currency losses, net

 

 

(9

)

 

 

(32

)

 

 

(59

)

 

 

(113

)

Noncontrolling interests in income

 

 

(47

)

 

 

(41

)

 

 

(90

)

 

 

(78

)

Losses from equity investments, net

 

 

(108

)

 

 

(79

)

 

 

(177

)

 

 

(197

)

Other income, net

 

 

51

 

 

 

5

 

 

 

100

 

 

 

56

 

Total non-operating income (expenses), net

 

$

36

 

 

$

(14

)

 

$

57

 

 

$

(63

)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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

Income Statement: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which enhances the disclosures required for expense disaggregation in our annual and interim

consolidated financial statements. ASU 2024-03 is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2024-03 on our consolidated financial statements.

Fair Value Measurements

We perform fair value measurements in accordance with FASB 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
v3.24.3
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Tables)
6 Months Ended
Nov. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Acquisition Related and Other Expenses

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Transitional and other employee related costs

 

$

1

 

 

$

6

 

 

$

3

 

 

$

12

 

Business combination adjustments, net

 

 

(1

)

 

 

12

 

 

 

(5

)

 

 

13

 

Other, net

 

 

31

 

 

 

29

 

 

 

46

 

 

 

33

 

Total acquisition related and other expenses

 

$

31

 

 

$

47

 

 

$

44

 

 

$

58

 

Non-Operating Income (Expenses), net

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Interest income

 

$

149

 

 

$

133

 

 

$

283

 

 

$

269

 

Foreign currency losses, net

 

 

(9

)

 

 

(32

)

 

 

(59

)

 

 

(113

)

Noncontrolling interests in income

 

 

(47

)

 

 

(41

)

 

 

(90

)

 

 

(78

)

Losses from equity investments, net

 

 

(108

)

 

 

(79

)

 

 

(177

)

 

 

(197

)

Other income, net

 

 

51

 

 

 

5

 

 

 

100

 

 

 

56

 

Total non-operating income (expenses), net

 

$

36

 

 

$

(14

)

 

$

57

 

 

$

(63

)

v3.24.3
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Nov. 30, 2024
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

 

November 30, 2024

 

 

May 31, 2024

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

 

Fair Value Measurements
Using Input Types

 

 

 

 

(in millions)

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

4,500

 

 

$

 

 

$

4,500

 

 

$

2,620

 

 

$

 

 

$

2,620

 

Time deposits and other

 

 

71

 

 

 

409

 

 

 

480

 

 

 

48

 

 

 

262

 

 

 

310

 

Derivative financial instruments

 

 

 

 

 

91

 

 

 

91

 

 

 

 

 

 

179

 

 

 

179

 

Total assets

 

$

4,571

 

 

$

500

 

 

$

5,071

 

 

$

2,668

 

 

$

441

 

 

$

3,109

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

 

 

$

100

 

 

$

100

 

 

$

 

 

$

96

 

 

$

96

 

v3.24.3
NOTES PAYABLE AND OTHER BORROWINGS (Tables)
6 Months Ended
Nov. 30, 2024
Debt Disclosure [Abstract]  
Notes Payable and Other Borrowings

In September 2024, we issued $6.3 billion, par value, of fixed-rate senior notes comprised of the following as of November 30, 2024:

 

 

 

November 30, 2024

(Dollars in millions)

 

Amount

 

 

Effective
Interest
Rate

$1,500, 4.20%, due September 2029

 

$

1,500

 

 

4.27%

$1,750, 4.70%, due September 2034

 

 

1,750

 

 

4.77%

$1,750, 5.375%, due September 2054

 

 

1,750

 

 

5.43%

$1,250, 5.50%, due September 2064

 

 

1,250

 

 

5.55%

Total fixed rate senior notes

 

$

6,250

 

 

 

Unamortized discount/issuance costs

 

 

(39

)

 

 

Total fixed-rate senior notes, net

 

$

6,211

 

 

 

v3.24.3
RESTRUCTURING ACTIVITIES (Tables)
6 Months Ended
Nov. 30, 2024
Restructuring and Related Activities [Abstract]  
Summary of All Plans

 

 

Accrued

 

 

Six Months Ended November 30, 2024

 

 

Accrued

 

 

Total
Costs

 

 

Total
Expected

 

(in millions)

 

May 31,
2024
(2)

 

 

Initial
Costs
(3)

 

 

Adj. to
Cost
(4)

 

 

Cash
Payments

 

 

Others(5)

 

 

November 30,
2024
(2)

 

 

Accrued
to Date

 

 

Program
Costs

 

2024 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

87

 

 

$

57

 

 

$

(2

)

 

$

(69

)

 

$

(2

)

 

$

71

 

 

$

250

 

 

$

259

 

Hardware

 

 

4

 

 

 

6

 

 

 

 

 

 

(5

)

 

 

 

 

 

5

 

 

 

15

 

 

 

18

 

Services

 

 

12

 

 

 

16

 

 

 

 

 

 

(12

)

 

 

 

 

 

16

 

 

 

61

 

 

 

87

 

Other

 

 

49

 

 

 

84

 

 

 

 

 

 

(78

)

 

 

 

 

 

55

 

 

 

267

 

 

 

309

 

Total 2024 Restructuring Plan

 

$

152

 

 

$

163

 

 

$

(2

)

 

$

(164

)

 

$

(2

)

 

$

147

 

 

$

593

 

 

$

673

 

Total other restructuring plans(6)

 

$

84

 

 

$

 

 

$

(4

)

 

$

(18

)

 

$

(1

)

 

$

61

 

 

 

 

 

 

 

Total restructuring plans

 

$

236

 

 

$

163

 

 

$

(6

)

 

$

(182

)

 

$

(3

)

 

$

208

 

 

 

 

 

 

 

 

(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 November 30, 2024 and May 31, 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.
(3)
Costs recorded for the respective restructuring plans during the period presented.
(4)
All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.
(5)
Represents foreign currency translation and certain other non-cash adjustments.
(6)
Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.
v3.24.3
DEFERRED REVENUES (Tables)
6 Months Ended
Nov. 30, 2024
Deferred Revenue Disclosure [Abstract]  
Deferred Revenues

(in millions)

 

November 30,
 2024

 

 

May 31,
 2024

 

Cloud services and license support

 

$

8,411

 

 

$

8,203

 

Hardware

 

 

583

 

 

 

546

 

Services

 

 

383

 

 

 

512

 

Cloud license and on-premise license

 

 

53

 

 

 

52

 

Deferred revenues, current

 

 

9,430

 

 

 

9,313

 

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

 

 

1,396

 

 

 

1,233

 

Total deferred revenues

 

$

10,826

 

 

$

10,546

 

v3.24.3
STOCKHOLDERS' EQUITY (Tables)
6 Months Ended
Nov. 30, 2024
Stockholders' Equity Note [Abstract]  
Stock-Based Compensation Expense

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cloud services and license support

 

$

158

 

 

$

137

 

 

$

299

 

 

$

248

 

Hardware

 

 

8

 

 

 

6

 

 

 

14

 

 

 

11

 

Services

 

 

53

 

 

 

45

 

 

 

96

 

 

 

78

 

Sales and marketing

 

 

195

 

 

 

174

 

 

 

356

 

 

 

309

 

Research and development

 

 

657

 

 

 

573

 

 

 

1,226

 

 

 

1,057

 

General and administrative

 

 

99

 

 

 

94

 

 

 

185

 

 

 

175

 

Total stock-based compensation

 

$

1,170

 

 

$

1,029

 

 

$

2,176

 

 

$

1,878

 

v3.24.3
SEGMENT INFORMATION (Tables)
6 Months Ended
Nov. 30, 2024
Segment Reporting [Abstract]  
Summary of Businesses Results

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

12,001

 

 

$

10,817

 

 

$

23,389

 

 

$

21,173

 

Cloud services and license support expenses

 

 

2,555

 

 

 

2,105

 

 

 

4,977

 

 

 

4,145

 

Sales and marketing expenses

 

 

1,888

 

 

 

1,797

 

 

 

3,659

 

 

 

3,582

 

Margin(1)

 

$

7,558

 

 

$

6,915

 

 

$

14,753

 

 

$

13,446

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

728

 

 

$

756

 

 

$

1,383

 

 

$

1,470

 

Hardware products and support expenses

 

 

161

 

 

 

204

 

 

 

313

 

 

 

415

 

Sales and marketing expenses

 

 

69

 

 

 

78

 

 

 

135

 

 

 

148

 

Margin(1)

 

$

498

 

 

$

474

 

 

$

935

 

 

$

907

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,330

 

 

$

1,368

 

 

$

2,594

 

 

$

2,751

 

Services expenses

 

 

1,080

 

 

 

1,166

 

 

 

2,145

 

 

 

2,311

 

Margin(1)

 

$

250

 

 

$

202

 

 

$

449

 

 

$

440

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

14,059

 

 

$

12,941

 

 

$

27,366

 

 

$

25,394

 

Expenses

 

 

5,753

 

 

 

5,350

 

 

 

11,229

 

 

 

10,601

 

Margin(1)

 

$

8,306

 

 

$

7,591

 

 

$

16,137

 

 

$

14,793

 

 

(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 income (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
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Total margin for operating segments

 

$

8,306

 

 

$

7,591

 

 

$

16,137

 

 

$

14,793

 

Research and development

 

 

(2,471

)

 

 

(2,226

)

 

 

(4,777

)

 

 

(4,442

)

General and administrative

 

 

(387

)

 

 

(375

)

 

 

(745

)

 

 

(769

)

Amortization of intangible assets

 

 

(591

)

 

 

(755

)

 

 

(1,215

)

 

 

(1,518

)

Acquisition related and other

 

 

(31

)

 

 

(47

)

 

 

(44

)

 

 

(58

)

Restructuring

 

 

(84

)

 

 

(83

)

 

 

(157

)

 

 

(222

)

Stock-based compensation for operating segments

 

 

(414

)

 

 

(362

)

 

 

(765

)

 

 

(646

)

Expense allocations and other, net

 

 

(108

)

 

 

(121

)

 

 

(223

)

 

 

(220

)

Interest expense

 

 

(866

)

 

 

(888

)

 

 

(1,708

)

 

 

(1,760

)

Non-operating income (expenses), net

 

 

36

 

 

 

(14

)

 

 

57

 

 

 

(63

)

Income before income taxes

 

$

3,390

 

 

$

2,720

 

 

$

6,560

 

 

$

5,095

 

Disaggregation of Revenue by Geography and Ecosystem

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Americas

 

$

8,933

 

 

$

8,067

 

 

$

17,305

 

 

$

15,907

 

EMEA(1)

 

 

3,381

 

 

 

3,170

 

 

 

6,609

 

 

 

6,175

 

Asia Pacific

 

 

1,745

 

 

 

1,704

 

 

 

3,452

 

 

 

3,312

 

Total revenues

 

$

14,059

 

 

$

12,941

 

 

$

27,366

 

 

$

25,394

 

 

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

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cloud services

 

$

5,937

 

 

$

4,775

 

 

$

11,559

 

 

$

9,410

 

License support

 

 

4,869

 

 

 

4,864

 

 

 

9,765

 

 

 

9,776

 

Total cloud services and license support revenues

 

$

10,806

 

 

$

9,639

 

 

$

21,324

 

 

$

19,186

 

 

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

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Applications cloud services and license support

 

$

4,784

 

 

$

4,474

 

 

$

9,552

 

 

$

8,945

 

Infrastructure cloud services and license support

 

 

6,022

 

 

 

5,165

 

 

 

11,772

 

 

 

10,241

 

Total cloud services and license support revenues

 

$

10,806

 

 

$

9,639

 

 

$

21,324

 

 

$

19,186

 

v3.24.3
EARNINGS PER SHARE (Tables)
6 Months Ended
Nov. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

 

 

Three Months Ended
November 30,

 

 

Six Months Ended
November 30,

 

(in millions, except per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

3,151

 

 

$

2,503

 

 

$

6,080

 

 

$

4,923

 

Weighted-average common shares outstanding

 

 

2,790

 

 

 

2,746

 

 

 

2,775

 

 

 

2,737

 

Dilutive effect of employee stock plans

 

 

79

 

 

 

71

 

 

 

85

 

 

 

83

 

Dilutive weighted-average common shares outstanding

 

 

2,869

 

 

 

2,817

 

 

 

2,860

 

 

 

2,820

 

Basic earnings per share

 

$

1.13

 

 

$

0.91

 

 

$

2.19

 

 

$

1.80

 

Diluted earnings per share

 

$

1.10

 

 

$

0.89

 

 

$

2.13

 

 

$

1.75

 

Anti-dilutive stock awards excluded from calculation(1)

 

 

22

 

 

 

27

 

 

 

23

 

 

 

27

 

 

(1)
These stock awards primarily relate to contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.24.3
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]        
Decrease in total operating expense due to change in accounting estimate $ 189   $ 386  
Basic earnings per share $ 1.13 $ 0.91 $ 2.19 $ 1.8
Diluted earnings per share $ 1.1 $ 0.89 $ 2.13 $ 1.75
Increase in net income $ 149   $ 306  
Increase in basic earning per share $ 0.05   $ 0.11  
Increase in diluted earning per share $ 0.05   $ 0.11  
Contract with Customer, Asset and Liability [Abstract]        
Revenues recognized included in opening deferred revenues balances     $ 6,900 $ 6,800
Revenue, Performance Obligation [Abstract]        
Remaining performance obligation, amount $ 97,300   97,300  
Sales of Financing Receivables [Abstract]        
Sales of financing receivables $ 266 $ 255 $ 861 $ 816
Servers and Networking Equipment [Member] | Minimum [Member]        
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]        
Useful life of asset 5 years   5 years  
Servers and Networking Equipment [Member] | Maximum [Member]        
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]        
Useful life of asset 6 years   6 years  
v3.24.3
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER Narrative (Details1)
Nov. 30, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-12-01  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Remaining performance obligation, percentage 39.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-12-01  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Remaining performance obligation, percentage 39.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-12-01  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Remaining performance obligation, percentage 19.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 2 years
v3.24.3
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Mar. 05, 2024
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
May 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Non-marketable debt investments and equity securities and related instruments   $ 1,900   $ 1,900   $ 2,000
Acquisition Related and Other Expenses [Abstract]            
Transitional and other employee related costs   1 $ 6 3 $ 12  
Business combination adjustments, net   (1) 12 (5) 13  
Other, net   31 29 46 33  
Total acquisition related and other expenses   31 47 44 58  
Non-Operating Income (Expenses), net [Abstract]            
Interest income   149 133 283 269  
Foreign currency losses, net   (9) (32) (59) (113)  
Noncontrolling interests in income   (47) (41) (90) (78)  
Losses from equity investments, net   (108) (79) (177) (197)  
Other income, net   51 5 100 56  
Total non-operating income (expenses), net   36 $ (14) 57 $ (63)  
Ampere [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Non-marketable debt investments and equity securities and related instruments   $ 1,500   $ 1,500    
Ownership interest, percent   29.00%   29.00%    
Investment in convertible debt instruments       $ 135    
Additional equity interest acquisition, exercise date 2027-01          
Ampere [Member] | Minimum            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Option excercise price to acquire equity interest $ 450          
Ampere [Member] | Maximum            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Option excercise price to acquire equity interest $ 1,500          
Ampere [Member] | Convertible Debt Investments [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Investment maturity, month and year 2026-06          
v3.24.3
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Millions
Nov. 30, 2024
May 31, 2024
Assets [Abstract]    
Derivative financial instruments $ 91 $ 179
Total assets 5,071 3,109
Liabilities [Abstract]    
Derivative financial instruments 100 96
Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 4,500 2,620
Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 480 310
Fair Value Measurements Using Input Types Level 1 [Member]    
Assets [Abstract]    
Derivative financial instruments 0 0
Total assets 4,571 2,668
Liabilities [Abstract]    
Derivative financial instruments 0 0
Fair Value Measurements Using Input Types Level 1 [Member] | Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 4,500 2,620
Fair Value Measurements Using Input Types Level 1 [Member] | Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 71 48
Fair Value Measurements Using Input Types Level 2 [Member]    
Assets [Abstract]    
Derivative financial instruments 91 179
Total assets 500 441
Liabilities [Abstract]    
Derivative financial instruments 100 96
Fair Value Measurements Using Input Types Level 2 [Member] | Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 0 0
Fair Value Measurements Using Input Types Level 2 [Member] | Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents $ 409 $ 262
v3.24.3
FAIR VALUE MEASUREMENTS Narrative (Details) - USD ($)
$ in Millions
Nov. 30, 2024
May 31, 2024
Marketable security investments maturity information [Abstract]    
Total debt, carrying value $ 6,250  
Senior Notes and Other Long Term Borrowings [Member]    
Marketable security investments maturity information [Abstract]    
Total debt, carrying value 88,600 $ 86,500
Fair Value Measurements Using Input Types Level 2 [Member] | Senior Notes and Other Borrowings [Member]    
Marketable security investments maturity information [Abstract]    
Total debt, fair value $ 82,000 $ 77,200
v3.24.3
NOTES PAYABLE AND OTHER BORROWINGS (Details)
$ in Millions
6 Months Ended
Nov. 30, 2024
USD ($)
Debt Instrument [Line Items]  
Total debt, carrying value $ 6,250
Unamortized discount/issuance costs (39)
Total fixed-rate senior notes, net 6,211
Senior Notes Due September2029  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,500
Stated interest rate percentage 4.20%
Maturity date Sep. 27, 2029
Total debt, carrying value $ 1,500
Effective interest rate 4.27%
SeniorNotes Due September2034  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,750
Stated interest rate percentage 4.70%
Maturity date Sep. 27, 2034
Total debt, carrying value $ 1,750
Effective interest rate 4.77%
Senior Notes Due September2054  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,750
Stated interest rate percentage 5.375%
Maturity date Sep. 27, 2054
Total debt, carrying value $ 1,750
Effective interest rate 5.43%
Senior Notes Due September2064  
Debt Instrument [Line Items]  
Senior notes, par value $ 1,250
Stated interest rate percentage 5.50%
Maturity date Sep. 27, 2064
Total debt, carrying value $ 1,250
Effective interest rate 5.55%
v3.24.3
NOTES PAYABLE AND OTHER BORROWINGS Narrative (Details)
$ in Billions
6 Months Ended
Nov. 30, 2024
USD ($)
Debt Instrument [Line Items]  
Fixed rate senior notes, par value $ 6.3
Senior Notes Due November2024  
Debt Instrument [Line Items]  
Repayment of senior notes 2.0
Senior Notes Due April2025  
Debt Instrument [Line Items]  
Repayment of senior notes 3.5
Senior Notes Due May2025 [Member]  
Debt Instrument [Line Items]  
Repayment of senior notes $ 2.5
v3.24.3
RESTRUCTURING ACTIVITIES Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Restructuring Cost and Reserve [Line Items]        
Restructuring expenses $ 84 $ 83 $ 157 $ 222
Fiscal 2024 Oracle Restructuring [Member]        
Restructuring Cost and Reserve [Line Items]        
Total estimated restructuring costs 673   673  
Restructuring expenses     161 $ 243
Fiscal 2024 Oracle Restructuring [Member] | Maximum [Member]        
Restructuring Cost and Reserve [Line Items]        
Total estimated restructuring costs $ 673   $ 673  
v3.24.3
RESTRUCTURING ACTIVITIES (Details)
$ in Millions
6 Months Ended
Nov. 30, 2024
USD ($)
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start $ 236 [1]
Initial Costs 163 [2]
Adjustments to Cost (6) [3]
Cash Payments (182)
Others (3) [4]
Accrued at period end 208 [1]
Fiscal 2024 Oracle Restructuring [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 152 [1]
Initial Costs 163 [2]
Adjustments to Cost (2) [3]
Cash Payments (164)
Others (2) [4]
Accrued at period end 147 [1]
Total Costs Accrued to Date 593
Total Expected Program Costs 673
Fiscal 2024 Oracle Restructuring [Member] | Other [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 49 [1]
Initial Costs 84 [2]
Adjustments to Cost 0 [3]
Cash Payments (78)
Others 0 [4]
Accrued at period end 55 [1]
Total Costs Accrued to Date 267
Total Expected Program Costs 309
Fiscal 2024 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 87 [1],[5]
Initial Costs 57 [2],[5]
Adjustments to Cost (2) [3],[5]
Cash Payments (69) [5]
Others (2) [4],[5]
Accrued at period end 71 [1],[5]
Total Costs Accrued to Date 250 [5]
Total Expected Program Costs 259 [5]
Fiscal 2024 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 4 [1]
Initial Costs 6 [2]
Adjustments to Cost 0 [3]
Cash Payments (5)
Others 0 [4]
Accrued at period end 5 [1]
Total Costs Accrued to Date 15
Total Expected Program Costs 18
Fiscal 2024 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 12 [1]
Initial Costs 16 [2]
Adjustments to Cost 0 [3]
Cash Payments (12)
Others 0 [4]
Accrued at period end 16 [1]
Total Costs Accrued to Date 61
Total Expected Program Costs 87
Other Restructuring Plans [Member]  
Restructuring Reserve Disclosures [Abstract]  
Accrued at period start 84 [1],[6]
Initial Costs 0 [2],[6]
Adjustments to Cost (4) [3],[6]
Cash Payments (18) [6]
Others (1) [4],[6]
Accrued at period end $ 61 [1],[6]
[1] As of November 30, 2024 and May 31, 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.
[2] Costs recorded for the respective restructuring plans during the period presented.
[3] All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.
[4] Represents foreign currency translation and certain other non-cash adjustments.
[5] Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs.
[6] Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.
v3.24.3
DEFERRED REVENUES (Details) - USD ($)
$ in Millions
Nov. 30, 2024
May 31, 2024
Deferred Revenues [Line Items]    
Deferred revenues, current $ 9,430 $ 9,313
Deferred revenues, non-current (in other non-current liabilities) 1,396 1,233
Total deferred revenues 10,826 10,546
Cloud services and license support [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 8,411 8,203
Hardware [Member] | Hardware [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 583 546
Services [Member] | Services [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 383 512
Cloud license and on-premise license [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current $ 53 $ 52
v3.24.3
STOCKHOLDERS' EQUITY Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
6 Months Ended
Dec. 09, 2024
Nov. 30, 2024
Nov. 30, 2023
Stock Repurchases [Abstract]      
Amount available for future repurchases   $ 6,700  
Repurchases of common stock (in shares)   2.0 5.3
Repurchased amount   $ 300 $ 600
Stock-based compensation expense and valuations of stock awards [Abstract]      
Number of shares issued share-based awards   34.0  
Forfeitures and cancellations (in shares)   4.0  
Subsequent Event | Quarterly Cash Dividend      
Dividends on Common Stock [Abstract]      
Dividends declared per share of outstanding common stock (in dollars per share) $ 0.40    
Dividend payable date Jan. 23, 2025    
Dividend record date Jan. 09, 2025    
v3.24.3
STOCKHOLDERS' EQUITY (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 1,170 $ 1,029 $ 2,176 $ 1,878
Cloud services and license support [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 158 137 299 248
Hardware [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 8 6 14 11
Services [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 53 45 96 78
Sales and marketing [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 195 174 356 309
Research and development [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 657 573 1,226 1,057
General and administrative [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 99 $ 94 $ 185 $ 175
v3.24.3
INCOME TAXES (Details) - USD ($)
$ in Billions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
May 31, 2024
Income Tax Disclosure [Abstract]          
Effective income tax rate 7.10% 8.00% 7.30% 3.40%  
Deferred Tax Assets, Net [Abstract]          
Net deferred tax assets $ 9.1   $ 9.1   $ 8.6
v3.24.3
SEGMENT INFORMATION (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Segment reporting information [Line Items]        
Revenues $ 14,059 $ 12,941 $ 27,366 $ 25,394
Cloud services and license support expenses [1] 2,746 2,274 5,344 4,452
Sales and marketing expenses [1] 2,190 2,093 4,226 4,118
Margin 4,220 3,622 8,211 6,918
Operating Segments [Member]        
Segment reporting information [Line Items]        
Revenues 14,059 12,941 27,366 25,394
Expenses 5,753 5,350 11,229 10,601
Margin [2] 8,306 7,591 16,137 14,793
Operating Segments [Member] | Cloud and License [Member]        
Segment reporting information [Line Items]        
Revenues 12,001 10,817 23,389 21,173
Cloud services and license support expenses 2,555 2,105 4,977 4,145
Sales and marketing expenses 1,888 1,797 3,659 3,582
Margin [2] 7,558 6,915 14,753 13,446
Operating Segments [Member] | Hardware [Member]        
Segment reporting information [Line Items]        
Revenues 728 756 1,383 1,470
Hardware products and support expenses 161 204 313 415
Sales and marketing expenses 69 78 135 148
Margin [2] 498 474 935 907
Operating Segments [Member] | Services [Member]        
Segment reporting information [Line Items]        
Revenues 1,330 1,368 2,594 2,751
Services expenses 1,080 1,166 2,145 2,311
Margin [2] $ 250 $ 202 $ 449 $ 440
[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 income (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.
v3.24.3
SEGMENT INFORMATION RECONCILIATION (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments $ 4,220 $ 3,622 $ 8,211 $ 6,918
Research and development (2,471) (2,226) (4,777) (4,442)
General and administrative (387) (375) (745) (769)
Amortization of intangible assets (591) (755) (1,215) (1,518)
Acquisition related and other (31) (47) (44) (58)
Restructuring (84) (83) (157) (222)
Stock-based compensation for operating segments (414) (362) (765) (646)
Expense allocations and other, net (108) (121) (223) (220)
Interest expense (866) (888) (1,708) (1,760)
Non-operating income (expenses), net 36 (14) 57 (63)
Income before income taxes 3,390 2,720 6,560 5,095
Operating Segments [Member]        
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments [1] $ 8,306 $ 7,591 $ 16,137 $ 14,793
[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 income (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.
v3.24.3
SUMMARY OF TOTAL REVENUES BY GEOGRAPHIC REGION (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Disaggregation of Revenue [Line Items]        
Total revenues $ 14,059 $ 12,941 $ 27,366 $ 25,394
Americas [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 8,933 8,067 17,305 15,907
EMEA [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues [1] 3,381 3,170 6,609 6,175
Asia Pacific [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues $ 1,745 $ 1,704 $ 3,452 $ 3,312
[1] Comprised of Europe, the Middle East and Africa
v3.24.3
SUMMARY OF CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEMS (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Disaggregation of Revenue [Line Items]        
Total revenues $ 14,059 $ 12,941 $ 27,366 $ 25,394
Cloud Services [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 5,937 4,775 11,559 9,410
License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 4,869 4,864 9,765 9,776
Cloud services and license support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 10,806 9,639 21,324 19,186
Applications Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 4,784 4,474 9,552 8,945
Infrastructure Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues $ 6,022 $ 5,165 $ 11,772 $ 10,241
v3.24.3
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Earnings Per Share [Abstract]        
Net income $ 3,151 $ 2,503 $ 6,080 $ 4,923
Weighted average common shares outstanding 2,790 2,746 2,775 2,737
Dilutive effect of employee stock plans 79 71 85 83
Dilutive weighted average common shares outstanding 2,869 2,817 2,860 2,820
Basic earnings per share $ 1.13 $ 0.91 $ 2.19 $ 1.8
Diluted earnings per share $ 1.1 $ 0.89 $ 2.13 $ 1.75
Anti-dilutive stock awards excluded from calculation [1] 22 27 23 27
[1] These stock awards primarily relate to contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.
v3.24.3
LEGAL PROCEEDINGS (Details)
Dec. 02, 2024
USD ($)
Jun. 14, 2021
USD ($)
Aug. 14, 2020
EUR (€)
Aug. 10, 2018
USD ($)
Derivative Litigation Concerning Oracle Cloud Business        
Loss Contingencies [Line Items]        
Payment of legal settlements       $ 17,500,000
Corporate governance measures implementation period   5 years    
Derivative Litigation Concerning Oracle Cloud Business | Subsequent Event        
Loss Contingencies [Line Items]        
Payment of legal settlements $ 700,000      
Derivative Litigation Concerning Oracle Cloud Business | Maximum        
Loss Contingencies [Line Items]        
Litigation settlement, fees and costs   $ 700,000    
Netherlands Privacy Class Action        
Loss Contingencies [Line Items]        
Immaterial damages claimed, fixed amount per internet user | €     € 500  
Compensation for losses due to data breach, fixed amount per internet user | €     € 100  
Netherlands Privacy Class Action | Minimum        
Loss Contingencies [Line Items]        
Percentage of compensation for costs of litigation awarded     10.00%  
Netherlands Privacy Class Action | Maximum        
Loss Contingencies [Line Items]        
Percentage of compensation for costs of litigation awarded     25.00%