ORACLE CORP, 10-K filed on 6/21/2022
Annual Report
v3.22.2
DOCUMENT AND ENTITY INFORMATION - USD ($)
 12 Months Ended
May 31, 2022
Jun. 13, 2022
Nov. 30, 2021
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date May 31, 2022    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2022    
Entity Registrant Name Oracle Corporation    
Entity Central Index Key 0001341439    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Current Fiscal Year End Date --05-31    
Entity Filer Category Large Accelerated Filer    
Entity Well-known Seasoned Issuer Yes    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding (in shares)   2,664,926,000  
Entity Public Float (in dollars)     $ 137,902,273,000
Entity File Number 001-35992    
Entity Tax Identification Number 54-2185193    
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 Interactive Data Current Yes    
ICFR Auditor Attestation Flag true    
Entity Incorporation, State or Country Code DE    
Document Annual Report true    
Document Transition Report false    
Auditor Firm ID 42    
Auditor Name Ernst & Young LLP    
Auditor Location San Jose, California    
Documents Incorporated by Reference

Portions of the registrant's definitive proxy statement relating to its 2022 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended May 31, 2022.

    
Common Stock [Member]      
Document Information [Line Items]      
Title of 12(b) Security Common Stock, par value $0.01 per share    
Trading Symbol ORCL    
Security Exchange Name NYSE    
3.125% senior notes due July 2025 [Member]      
Document Information [Line Items]      
Title of 12(b) Security 3.125% senior notes due July 2025    
Security Exchange Name NYSE    
No Trading Symbol Flag true    
v3.22.2
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Current assets:    
Cash and cash equivalents $ 21,383 $ 30,098
Marketable securities 519 16,456
Trade receivables, net of allowances for credit losses of $362 and $373 as of May 31, 2022 and May 31, 2021, respectively 5,953 5,409
Prepaid expenses and other current assets 3,778 3,604
Total current assets 31,633 55,567
Non-current assets:    
Property, plant and equipment, net 9,716 7,049
Intangible assets, net 1,440 2,430
Goodwill, net 43,811 43,935
Deferred tax assets 12,782 13,636
Other non-current assets 9,915 8,490
Total non-current assets 77,664 75,540
Total assets 109,297 131,107
Current liabilities:    
Notes payable, current 3,749 8,250
Accounts payable 1,317 745
Accrued compensation and related benefits 1,944 2,017
Deferred revenues 8,357 8,775
Other current liabilities 4,144 4,377
Total current liabilities 19,511 24,164
Non-current liabilities:    
Notes payable and other borrowings, non-current 72,110 75,995
Income taxes payable 12,210 12,345
Deferred tax liabilities 6,031 7,864
Other non-current liabilities 5,203 4,787
Total non-current liabilities 95,554 100,991
Commitments and contingencies 0 0
Oracle Corporation stockholders' (deficit) equity:    
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: 2,665 shares and 2,814 shares as of May 31, 2022 and 2021, respectively 26,808 26,533
Accumulated deficit (31,336) (20,120)
Accumulated other comprehensive loss (1,692) (1,175)
Total Oracle Corporation stockholders' (deficit) equity (6,220) 5,238
Noncontrolling interests 452 714
Total stockholders' (deficit) equity (5,768) 5,952
Total liabilities and stockholders' (deficit) equity $ 109,297 $ 131,107
v3.22.2
CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Statement Of Financial Position [Abstract]    
Allowance for credit losses $ 362 $ 373
Preferred stock par value per share $ 0.01 $ 0.01
Preferred stock shares authorized 1,000,000.0 1,000,000.0
Preferred stock shares outstanding 0 0
Common stock par value per share $ 0.01 $ 0.01
Common stock shares authorized 11,000,000,000 11,000,000,000
Common stock shares outstanding 2,665,000,000 2,814,000,000
v3.22.2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Revenues:      
Cloud services and license support $ 30,174 $ 28,700 $ 27,392
Cloud license and on-premise license 5,878 5,399 5,127
Hardware 3,183 3,359 3,443
Services 3,205 3,021 3,106
Total revenues 42,440 40,479 39,068
Operating expenses:      
Cloud services and license support [1] 5,213 4,353 4,006
Hardware [1] 972 972 1,116
Services 2,692 2,530 2,816
Sales and marketing [1] 8,047 7,682 8,094
Research and development 7,219 6,527 6,067
General and administrative 1,317 1,254 1,181
Amortization of intangible assets 1,150 1,379 1,586
Acquisition related and other 4,713 138 56
Restructuring 191 431 250
Total operating expenses 31,514 25,266 25,172
Operating income 10,926 15,213 13,896
Interest expense (2,755) (2,496) (1,995)
Non-operating (expenses) income, net (522) 282 162
Income before income taxes 7,649 12,999 12,063
(Provision for) benefit from income taxes (932) 747 (1,928)
Net income $ 6,717 $ 13,746 $ 10,135
Earnings per share:      
Basic $ 2.49 $ 4.67 $ 3.16
Diluted $ 2.41 $ 4.55 $ 3.08
Weighted average common shares outstanding:      
Basic 2,700 2,945 3,211
Diluted 2,786 3,022 3,294
[1] Exclusive of amortization of intangible assets, which is shown separately.
v3.22.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Statement Of Income And Comprehensive Income [Abstract]      
Net income $ 6,717 $ 13,746 $ 10,135
Other comprehensive (loss) income, net of tax:      
Net foreign currency translation (losses) gains (707) 479 (78)
Net unrealized gains (losses) on defined benefit plans 190 71 (79)
Net unrealized (losses) gains on marketable securities 0 (1) 91
Net unrealized losses on cash flow hedges 0 (8) (22)
Total other comprehensive (loss) income, net (517) 541 (88)
Comprehensive income $ 6,200 $ 14,287 $ 10,047
v3.22.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)
shares in Millions, $ in Millions
Total
Common Stock and Additional Paid in Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Total Oracle Corporation Stockholders' (Deficit) Equity
Noncontrolling Interests
Balances at May. 31, 2019 $ 22,363 $ 26,909 $ (3,496) $ (1,628) $ 21,785 $ 578
Beginning common stock shares outstanding at May. 31, 2019   3,359.0        
Common stock issued under stock-based compensation plans 1,470 $ 1,470 0 0 1,470 0
Common stock issued under stock-based compensation plans, Shares   78.0        
Common stock issued under stock purchase plans 118 $ 118 0 0 118 0
Common stock issued under stock purchase plans, Shares   2.0        
Stock-based compensation 1,590 $ 1,590 0 0 1,590 0
Repurchases of common stock $ (19,200) $ (2,932) (16,268) 0 (19,200) 0
Repurchases of common stock, Shares (361.0) (361.0)        
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards $ (665) $ (665) 0 0 (665) 0
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards, Shares   (11.0)        
Cash dividends declared (3,070) $ 0 (3,070) 0 (3,070) 0
Other, net (95) (4) 3 0 (1) (94)
Other comprehensive income (loss), net (93)     (88) (88) (5)
Net income 10,299 0 10,135 0 10,135 164
Balances at May. 31, 2020 12,717 $ 26,486 (12,696) (1,716) 12,074 643
Ending common stock shares outstanding at May. 31, 2020   3,067.0        
Common stock issued under stock-based compensation plans 1,658 $ 1,658 0 0 1,658 0
Common stock issued under stock-based compensation plans, Shares   86.0        
Common stock issued under stock purchase plans 128 $ 128 0 0 128 0
Common stock issued under stock purchase plans, Shares   2.0        
Stock-based compensation 1,837 $ 1,837 0 0 1,837 0
Repurchases of common stock $ (21,000) $ (2,893) (18,107) 0 (21,000) 0
Repurchases of common stock, Shares (329.2) (329.0)        
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards $ (666) $ (666) 0 0 (666) 0
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards, Shares   (12.0)        
Cash dividends declared (3,063) $ 0 (3,063) 0 (3,063) 0
Other, net (128) (17) 0 0 (17) (111)
Other comprehensive income (loss), net 543     541 541 2
Net income 13,926 0 13,746 0 13,746 180
Balances at May. 31, 2021 $ 5,952 $ 26,533 (20,120) (1,175) 5,238 714
Ending common stock shares outstanding at May. 31, 2021 2,814.0 2,814.0        
Common stock issued under stock-based compensation plans $ 318 $ 318 0 0 318 0
Common stock issued under stock-based compensation plans, Shares   48.0        
Common stock issued under stock purchase plans 164 $ 164 0 0 164 0
Common stock issued under stock purchase plans, Shares   2.0        
Stock-based compensation 2,613 $ 2,613 0 0 2,613 0
Repurchases of common stock $ (16,200) $ (1,723) (14,477) 0 (16,200) 0
Repurchases of common stock, Shares (185.8) (186.0)        
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards $ (1,093) $ (1,093) 0 0 (1,093) 0
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards, Shares   (13.0)        
Cash dividends declared (3,457) $ 0 (3,457) 0 (3,457) 0
Other, net (399) (4) 1 0 (3) (396)
Other comprehensive income (loss), net (567)     (517) (517) (50)
Net income 6,901 0 6,717 0 6,717 184
Balances at May. 31, 2022 $ (5,768) $ 26,808 $ (31,336) $ (1,692) $ (6,220) $ 452
Ending common stock shares outstanding at May. 31, 2022 2,665.0 2,665.0        
v3.22.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY PARENTHETICAL - $ / shares
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Dividends declared per common share (in dollars per share) $ 1.28 $ 1.04 $ 0.96
v3.22.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Cash flows from operating activities:      
Net income $ 6,717 $ 13,746 $ 10,135
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation 1,972 1,537 1,382
Amortization of intangible assets 1,150 1,379 1,586
Deferred income taxes (1,146) (2,425) (851)
Stock-based compensation 2,613 1,837 1,590
Other, net 220 (39) 239
Changes in operating assets and liabilities, net of effects from acquisitions:      
(Increase) decrease in trade receivables, net (874) 333 (445)
Decrease in prepaid expenses and other assets 11 622 665
Decrease in accounts payable and other liabilities (733) (23) (496)
Decrease in income taxes payable (398) (1,485) (444)
Increase (decrease) in deferred revenues 7 405 (222)
Net cash provided by operating activities 9,539 15,887 13,139
Cash flows from investing activities:      
Purchases of marketable securities and other investments (10,272) (37,982) (5,731)
Proceeds from maturities of marketable securities 19,788 26,024 4,687
Proceeds from sales of marketable securities and other investments 6,363 1,036 12,575
Acquisitions, net of cash acquired (148) (41) (124)
Capital expenditures (4,511) (2,135) (1,564)
Net cash provided by (used for) investing activities 11,220 (13,098) 9,843
Cash flows from financing activities:      
Payments for repurchases of common stock (16,248) (20,934) (19,240)
Proceeds from issuances of common stock 482 1,786 1,588
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards (1,093) (666) (665)
Payments of dividends to stockholders (3,457) (3,063) (3,070)
Proceeds from borrowings, net of issuance costs 0 14,934 19,888
Repayments of borrowings (8,250) (2,631) (4,500)
Other, net (560) 196 (133)
Net cash used for financing activities (29,126) (10,378) (6,132)
Effect of exchange rate changes on cash and cash equivalents (348) 448 (125)
Net (decrease) increase in cash and cash equivalents (8,715) (7,141) 16,725
Cash and cash equivalents at beginning of period 30,098 37,239 20,514
Cash and cash equivalents at end of period 21,383 30,098 37,239
Non-cash investing and financing activities:      
Change in unsettled repurchases of common stock (48) 66 (40)
Supplemental schedule of cash flow data:      
Cash paid for income taxes 2,567 3,189 3,218
Cash paid for interest $ 2,735 $ 2,408 $ 1,972
v3.22.2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
May 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

1.

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Oracle Corporation provides products and services that substantially address all aspects of enterprise information technology (IT) environments, including applications and infrastructure technologies. We deliver our products and services to customers worldwide through a variety of flexible and interoperable IT deployment models, including cloud-based, Cloud@Customer (an instance of Oracle Cloud in the customer’s own data center), on-premise and hybrid models. Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings provide a comprehensive and integrated stack of applications and infrastructure services delivered via cloud-based deployment models that Oracle develops, deploys, hosts, upgrades, supports and manages for the customer. Customers may also elect to purchase Oracle software licenses and hardware products and related services to manage their own cloud-based or on-premise IT environments. Customers that purchase our software licenses may elect to purchase license support contracts, which provide our customers with rights to unspecified license upgrades and maintenance releases issued during the support period as well as technical support assistance. Customers that purchase our hardware products may elect to purchase hardware support contracts, which provide customers with software updates and can include product repairs, maintenance services, and technical support services. We also offer customers a broad set of services offerings that are designed to improve customer utilization of their investments in Oracle applications and infrastructure technologies.

Oracle Corporation conducts business globally and was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977.

Basis of Financial Statements

The consolidated financial statements included our accounts and the accounts of our wholly- and majority-owned subsidiaries. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to Oracle’s stockholders for all periods presented. The noncontrolling interests in our net income were not significant to our consolidated results for the periods presented and therefore have not been presented separately and instead are included as a component of non-operating expenses or income, net in our consolidated statements of operations. Intercompany transactions and balances have been eliminated.

The comparability of our consolidated financial statements as of and for the year ended May 31, 2022 was impacted by $4.7 billion of certain litigation related charges that are more fully described in Note 16 below. The comparability of our consolidated financial statements for the year ended May 31, 2021 was impacted by a $2.3 billion net income tax benefit related to the partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights. Refer to Note 13 below for additional information regarding our income taxes.

In fiscal 2022, we adopted Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes; and ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, neither of which had a material impact to our consolidated financial statements for the year ended May 31, 2022.

Use of Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider the 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.

Revenue Recognition

Our sources of revenues include:

 

•

cloud and license revenues, which include the sale of: cloud services and license support; and cloud licenses and on-premise licenses, which typically represent perpetual software licenses purchased by customers for use in both cloud and on-premise IT environments;

 

•

hardware revenues, which include the sale of hardware products, including Oracle Engineered Systems, servers, and storage products, and industry-specific hardware; and hardware support revenues; and

 

•

services revenues, which are earned from providing cloud-, license- and hardware-related services including consulting and advanced customer services.

License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option. License support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. License support contracts are generally priced as a percentage of the net cloud license and on-premise license fees. Substantially all of our customers elect to purchase and renew their license support contracts annually.

Cloud services revenues include revenues from Oracle Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, deploy, host, manage, upgrade and support and that customers access by entering into a subscription agreement with us for a stated period.

Cloud license and on-premise license revenues primarily represent amounts earned from granting customers perpetual licenses to use our database, middleware, application and industry-specific software products, which our customers use for cloud-based, on-premise and other IT environments. The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer’s option.

Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage, and industry-specific hardware. Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services. Hardware support contracts are generally priced as a percentage of the net hardware products fees.

Our services are offered to customers as standalone arrangements or as a part of arrangements to customers buying other products and services. Our consulting services are designed to help our customers to, among others, deploy, architect, integrate, upgrade and secure their investments in Oracle applications and infrastructure technologies. Our advanced customer services are designed to provide supplemental support services, performance services and higher availability for Oracle products and services.

We apply the provisions of ASC 606, Revenue From Contracts with Customers (ASC 606) as a single standard for revenue recognition that applies to all of our cloud, license, hardware and services arrangements and generally require revenues to be recognized upon the transfer of control of promised goods or services provided to our customers, reflecting the amount of consideration we expect to receive for those goods or services. Pursuant to ASC 606, revenues are recognized upon the application of the following steps:

 

•

identification of the contract, or contracts, with a customer;

 

•

identification of the performance obligations in the contract;

 

•

determination of the transaction price;

 

•

allocation of the transaction price to each performance obligation in the contract; and

 

•

recognition of revenues when, or as, the contractual performance obligations are satisfied.

Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators.

The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable, which is included within accounts receivable on our consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our consolidated balance sheets when revenues are to be recognized subsequent to cash collection for an invoice. Our standard payment terms are generally net 30 days but may vary. Invoices for cloud license and on-premise licenses and hardware products are generally issued when the license is made available for customer use or upon delivery to the customer of the hardware product. Invoices for license support and hardware support contracts are generally invoiced annually in advance. Cloud SaaS and cloud infrastructure contracts are generally invoiced annually, quarterly or monthly in advance. Services are generally invoiced in advance or as the services are performed. Most contracts that contain a financing component are contracts financed through our Oracle financing division. The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating expenses or income, net within our consolidated statements of operations based on market rates in the country in which the transaction is being financed.  

Our revenue arrangements generally include standard warranty or service level provisions that our arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenues net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Revenue Recognition for Cloud Services

Revenues from cloud services provided on a subscription basis are generally recognized ratably over the contractual period that the cloud services are delivered, beginning on the date our service is made available to a customer. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services that are provided on a consumption basis, such as metered services, are generally recognized based on the utilization of the services by the customer.

Revenue Recognition for License Support and Hardware Support

Oracle’s primary performance obligations with respect to license support contracts and hardware support contracts are to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period, if and when they are available, and hardware product repairs, as applicable. Oracle is obligated to make the license and hardware support services

available continuously throughout the contract period. Therefore, revenues for license support contracts and hardware support contracts are generally recognized ratably over the contractual periods that the support services are provided.  

Revenue Recognition for Cloud Licenses and On-Premise Licenses

Revenues from distinct cloud license and on-premise license performance obligations are generally recognized upfront at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. For usage-based royalty arrangements with a fixed minimum guarantee amount, the minimum amount is generally recognized upfront when the software is made available to the royalty customer.

Revenue Recognition for Hardware Products

The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered and ownership is transferred to the customer.

Revenue Recognition for Services

Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed.

Allocation of the Transaction Price for Contracts that have Multiple Performance Obligations

Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (SSP) for each performance obligation within each contract.

We use judgment in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as the vast majority of all customers elect to purchase license support contracts at the time of a cloud license and on-premise license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to access the license. We are unable to establish the SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is generally determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues.

Remaining Performance Obligations from Customer Contracts

Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our consolidated balance sheets as of May 31, 2022 and 2021. The amount of revenues recognized during the year ended May 31, 2022 and 2021, respectively, that were included in the opening deferred revenues balance as of May 31, 2021 and 2020, respectively, was approximately $8.8 billion and $8.0 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial during each year ended May 31, 2022, 2021 and 2020.  

Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. The volumes and amounts of customer contracts that we book and total revenues that we recognize are impacted by a variety of seasonal factors. In each fiscal year, the amounts and volumes of contracting activity and our total revenues are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. These seasonal impacts influence how our remaining performance obligations change over time and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that we report at a point in time. As of May 31, 2022, our remaining performance obligations were $46.6 billion, approximately 57% of which we expect to recognize as revenues over the next twelve months, 32% over the subsequent month 13 to month 36, and the remainder thereafter.

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. During fiscal 2022, 2021 and 2020, $1.8 billion, $1.7 billion and $1.5 billion, respectively, of our financing receivables were sold to financial institutions.

Business Combinations

We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business

combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statement of operations in the period in which the liability is incurred. Abandoned operating leases related to an acquired company or our internal operations are accounted for as Right-of-Use (ROU) asset impairment charges pursuant to ASC 842, Leases and are accounted for separately from the business combination. In all periods presented, when estimating the asset impairment charges, assumptions were applied regarding estimated sub-lease payments to be received, which can differ from actual results. This may require us to revise our initial estimates which may affect our results of operations and financial position in the period the revision is made.

For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.

In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.

Marketable and Non-Marketable Investments

In accordance with ASC 320, Investments—Debt Securities, and based on our intentions regarding these instruments, we classify substantially all of our marketable debt securities investments as available-for-sale. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for any unrealized losses determined to be related to credit losses, which we record within non-operating expenses or income, net in the accompanying consolidated statements of operations. We periodically evaluate our investments to determine if impairment charges are required. Substantially all of our marketable debt securities investments are classified as current based on the nature of the investments and their availability for use in current operations.

Investments in equity securities, other than any equity method investments, are generally recorded at their fair values, if the fair values are readily determinable. Non-marketable equity securities where we do not have control of, nor significant influence in, the investee are recorded at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer with any gains or losses recorded as a component of non-operating expenses or income, net as of and for each reporting period. For investments through which we have significant influence in, but not control of, the investee, we account for such investments pursuant to the equity method of accounting whereby we record our proportionate share of the investee’s earnings or losses, amortization of differences between our investment basis and the proportional book equity of the investee, and impairment, if any, as a component of non-operating expenses or income, net for each reporting period.

Our non-marketable debt investments and equity securities and related instruments totaled $1.2 billion and $971 million as of May 31, 2022 and 2021, respectively, are subject to periodic impairment reviews and are generally classified as a part of non-current assets in the accompanying consolidated balance sheets. Certain of these instruments are adjusted for observable price changes from orderly transactions. The substantial majority of the non-marketable debt investments and equity securities and related instruments held as of May 31, 2022 and 2021 were with a related party entity for which we follow the equity method of accounting. We are also a counterparty to certain options to acquire additional equity interests in that entity at various times through December 2023 and we could obtain control of that entity should such options be exercised.

Fair Values of Financial Instruments

We apply the provisions of ASC 820, Fair Value Measurement (ASC 820), to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards, including our investments in marketable debt and equity securities and our derivative financial instruments.

The additional disclosures regarding our fair value measurements are included in Note 4.

Allowances for Credit Losses

We record allowances for credit losses based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable, the collection history associated with the geographic region that the receivable was recorded in and current and expected future economic conditions. We write-off a receivable and charge it against its recorded allowance when we have exhausted our collection efforts without success.

Concentrations of Credit Risk

Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, derivatives and trade receivables. Our cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. Investment policies have been implemented that limit purchases of marketable debt securities to investment-grade securities. Our derivative contracts are transacted with various financial institutions with high credit standings and any exposure to counterparty credit-related losses in these contracts is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair values of these contracts fluctuate from contractually established thresholds. We generally do not require collateral to secure accounts receivable. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. No single customer accounted for 10% or more of our total revenues in fiscal 2022, 2021 or 2020.

We outsource the manufacturing, assembly and delivery of the substantial majority of our hardware products to a variety of companies, many of which are located outside the U.S. Further, we have simplified our supply chain processes by reducing the number of third-party manufacturing partners and the number of locations where these third-party manufacturers build our hardware products. Any inability of these third-party manufacturing partners to deliver the contracted services for our hardware products could adversely impact future operating results of our cloud and license and hardware businesses.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. We evaluate our ending inventories for estimated excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future

demand within specific time horizons (generally six to nine months). Inventories in excess of future demand are written down and charged to hardware expenses. In addition, we assess the impact of changing technology to our inventories and we write down inventories that are considered obsolete. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventories are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $314 million and $142 million at May 31, 2022 and 2021, respectively.

Other Receivables

Other receivables represent value-added tax and sales tax receivables associated with the sale of our products and services to third parties. Other receivables are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $791 million and $798 million at May 31, 2022 and 2021, respectively.

Deferred Sales Commissions

We defer sales commissions earned by our sales force that are considered to be incremental and recoverable costs of obtaining a cloud, license support and hardware support contract. Initial sales commissions for the majority of these aforementioned contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be four years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Sales commissions for renewal contracts relating to certain of our cloud-based arrangements are generally deferred and then amortized on a straight-line basis over the related contractual renewal period, which is generally one to three years. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in our consolidated statements of operations and asset balances for deferred sales commissions are included in other current assets and other non-current assets in our consolidated balance sheets.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the assets, which range from one to 40 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not recognize any significant property impairment charges in fiscal 2022, 2021 or 2020.

Goodwill, Intangible Assets and Impairment Assessments

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are itemized in Note 6 below and are amortized over their useful lives, which generally range from one to 10 years. Each period we evaluate the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

The carrying amounts of our goodwill and intangible assets are periodically reviewed for impairment (at least annually for goodwill and indefinite lived intangible assets) and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. When goodwill is assessed for impairment, we have the option to perform an assessment of qualitative factors of impairment (optional assessment) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors considered for a reporting unit include: cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors; industry and market considerations; macroeconomic conditions; and other relevant events and factors affecting the reporting unit. If we determine in

the qualitative assessment that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. To determine the fair value of each reporting unit we utilize estimates, judgments and assumptions including estimated future cash flows the reporting unit is expected to generate on a discounted basis; the discount rate used as a part of the discounted cash flow analysis; future economic and market conditions; and market comparables of peer companies, among others. If, as per the quantitative test, the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Our most recent goodwill impairment analysis was performed on March 1, 2022 and did not result in a goodwill impairment charge. We did not recognize impairment charges in fiscal 2021 or 2020.

Recoverability of finite lived intangible assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows that are expected to be generated by the lowest level associated asset grouping. Recoverability of indefinite lived intangible assets is measured by comparison of the carrying amount of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. We did not recognize any intangible asset impairment charges in fiscal 2022, 2021 or 2020. At least annually, we assess the useful lives of our finite lived intangible assets and may adjust the period over which these assets are amortized whenever events or changes in circumstances indicate that a shorter amortization period is more reflective of the period in which these assets contribute to our cash flows.

Derivative Financial Instruments

During fiscal 2022, 2021 and 2020, we used derivative financial instruments to manage foreign currency and interest rate risks. We do not use derivative financial instruments for trading purposes. We account for these instruments in accordance with ASC 815, Derivatives and Hedging (ASC 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of each reporting date. ASC 815 also requires that changes in our derivatives’ fair values be recognized in earnings, unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges).

The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated as a fair value hedge, loss or gain attributable to the risk being hedged is recognized in earnings in the period of change with a corresponding earnings offset recorded to the item for which the risk is being hedged.

Leases

We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. ROU assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year.

ROU assets related to our operating leases are included in other non-current assets, short-term operating lease liabilities are included in other current liabilities, and long-term operating lease liabilities are included in other non-current liabilities in our consolidated balance sheets. Cash flow movements related to our lease activities are included in prepaid expenses and other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our consolidated statements of cash flows for the years ended May 31, 2022 and 2021. Note 10 below provides additional information regarding our leases.

Legal and Other Contingencies

We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. Descriptions of our accounting policies associated with contingencies assumed as a part of a business combination are provided under “Business Combinations” above. For legal and other contingencies that are not a part of a business combination or related to income taxes, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 16 below provides additional information regarding certain of our legal contingencies.

Foreign Currency

We transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Consequently, revenues and expenses of operations outside the U.S. are translated into U.S. Dollars using weighted-average exchange rates while assets and liabilities of operations outside the U.S. are translated into U.S. Dollars using exchange rates at the balance sheet dates. The effects of foreign currency translation adjustments are substantially included in stockholders’ equity as a component of AOCL in the accompanying consolidated balance sheets and related periodic movements are summarized as a line item in our consolidated statements of comprehensive income. Net foreign exchange transaction losses included in non-operating expenses or income, net in the accompanying consolidated statements of operations were $199 million, $112 million and $185 million in fiscal 2022, 2021 and 2020, respectively.

Stock-Based Compensation

We account for share-based payments to employees, including grants of service-based restricted stock unit awards, service-based employee stock options, performance-based stock options (PSOs), and purchases under employee stock purchase plans in accordance with ASC 718, Compensation—Stock Compensation, which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. We account for forfeitures of stock-based awards as they occur.

For our service-based stock awards, we recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally four years.

For our PSOs, we recognize stock-based compensation expense on a straight-line basis related to awards that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement, or (b) derived service period for market-based metric achievement. During our interim and annual reporting periods, stock-based compensation expense is recorded based on expected attainment of performance targets. Changes in our estimates of the expected attainment of performance targets that result in a change in the number of shares that are expected to vest, or changes in our estimates of implicit service periods, may cause the amount of stock-based compensation expense that we record for each interim reporting period to vary. Any changes in estimates that impact our expectation of the number of shares that are expected to vest are reflected in the amount of stock-based compensation expense that we recognize for each PSO tranche on a cumulative catch up basis during each interim reporting period in which such estimates are altered. Changes in estimates of the implicit service periods are recognized prospectively.

We record deferred tax assets for stock-based compensation awards that result in deductions on certain of our income tax returns based on the amount of stock-based compensation recognized in each reporting period and the fair values attributable to the vested portion of stock awards assumed in connection with a business combination at the statutory tax rates in the jurisdictions that we are able to recognize such tax deductions. The impacts of the actual tax deductions for stock-based awards that are realized in these jurisdictions are generally recognized in the reporting period that a restricted stock-based award vests or a stock option is exercised with any shortfall/windfall relative to the deferred tax asset established recorded as a discrete detriment/benefit to our provision for income taxes in such period. Note 12 below provides additional information regarding our stock-based compensation plans and related expenses.

Advertising

Substantially all advertising costs are expensed as incurred. Advertising expenses, which were included within sales and marketing expenses, were $273 million, $202 million and $178 million in fiscal 2022, 2021 and 2020, respectively.

Research and Development Costs and Software Development Costs

All research and development costs are expensed as incurred in accordance with ASC 730, Research and Development. Software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software, were not material to our consolidated financial statements in fiscal 2022, 2021 and 2020.

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. For fiscal 2022, acquisition related and other expenses included certain litigation related charges that we generally do not expect to recur as further described in Note 16 below.

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Transitional and other employee related costs

 

$

10

 

 

$

5

 

 

$

12

 

Business combination adjustments, net

 

 

9

 

 

 

4

 

 

 

(7

)

Other, net

 

 

4,694

 

 

 

129

 

 

 

51

 

Total acquisition related and other expenses

 

$

4,713

 

 

$

138

 

 

$

56

 

Non-Operating (Expenses) Income, net

Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net gains and losses related to equity investments including losses attributable to equity method investments 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.

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Interest income

 

$

94

 

 

$

101

 

 

$

527

 

Foreign currency losses, net

 

 

(199

)

 

 

(112

)

 

 

(185

)

Noncontrolling interests in income

 

 

(184

)

 

 

(180

)

 

 

(164

)

(Losses) gains in equity investments, net

 

 

(147

)

 

 

262

 

 

 

—

 

Other (losses) gains, net

 

 

(86

)

 

 

211

 

 

 

(16

)

Total non-operating (expenses) income, net

 

$

(522

)

 

$

282

 

 

$

162

 

 

 

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes (ASC 740). Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likely than not to be realized.

A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations.

A description of our accounting policies associated with tax related contingencies and valuation allowances assumed as a part of a business combination is provided under “Business Combinations” above.

Recent Accounting Pronouncements

Financial Instruments: In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and also issued subsequent amendments to the initial guidance (collectively, Topic 848). Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. We will adopt Topic 848 when our relevant contracts are modified upon transition to alternative reference rates and expect this to occur through December 31, 2022. We do not expect our adoption of Topic 848 to have a material impact on our consolidated financial statements.

v3.22.2
ACQUISITIONS
 12 Months Ended
May 31, 2022
Business Combinations [Abstract]  
ACQUISITIONS

2.

ACQUISITIONS

Acquisition of Cerner Corporation

On December 20, 2021, we entered into an Agreement and Plan of Merger (Merger Agreement) with Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities.

On January 19, 2022, pursuant to the Merger Agreement, we commenced a tender offer to purchase all of the issued and outstanding shares of common stock of Cerner at a purchase price of $95.00 per share, net to the seller in cash, without interest thereon, based upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 19, 2022, and the related Letter of Transmittal.

On June 8, 2022, pursuant to the terms of the tender offer and applicable Delaware law, we acquired all the outstanding Cerner shares and effectuated the merger of Cerner with and into a wholly-owned subsidiary of Oracle and Cerner became an indirect, wholly-owned subsidiary of Oracle. Vested equity awards outstanding immediately prior to the consummation of the merger were cancelled in exchange for the right to receive an amount in cash based on a formula contained in the Merger Agreement. The unvested equity awards to acquire Cerner common stock that were outstanding immediately prior to the conclusion of the merger were converted into equity awards denominated in shares of Oracle common stock based on formulas contained in the Merger Agreement. We will include the financial results of Cerner in our consolidated financial statements from the date of acquisition.

The total preliminary purchase price for Cerner is approximately $28.2 billion, which consisted of approximately $28.2 billion in cash and $43 million for the fair values of restricted stock-based awards and stock options assumed. In connection with the acquisition of Cerner, we assumed $1.6 billion of senior notes and other borrowings, of which $1.5 billion were paid on June 8, 2022.

Other Fiscal 2022, 2021 and 2020 Acquisitions

During fiscal 2022, 2021 and 2020, we acquired certain other companies and purchased certain technology and development assets primarily to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our consolidated financial statements.

 
v3.22.2
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES
 12 Months Ended
May 31, 2022
Cash Cash Equivalents And Short Term Investments [Abstract]  
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES

3.

CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES

Cash and cash equivalents primarily consist of deposits held at major banks, money market funds and other securities with original maturities of 90 days or less. Marketable securities consist of time deposits and certain other securities.

The amortized principal amounts of our cash, cash equivalents and marketable securities approximated their fair values at May 31, 2022 and 2021. We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available-for-sale. Such realized gains and losses were insignificant for fiscal 2022, 2021 and 2020. The following table summarizes the components of our cash equivalents and marketable securities held, substantially all of which were classified as available-for-sale:

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Money market funds

 

$

12,842

 

 

$

12,263

 

Time deposits and other

 

 

520

 

 

 

9,470

 

Commercial paper debt securities

 

 

—

 

 

 

11,712

 

Total investments

 

$

13,362

 

 

$

33,445

 

Investments classified as cash equivalents

 

$

12,843

 

 

$

16,989

 

Investments classified as marketable securities

 

$

519

 

 

$

16,456

 

 

As of May 31, 2022 and 2021, substantially all of our marketable debt securities investments mature within one year. Our investment portfolio is subject to market risk due to changes in interest rates. As described above, we limit purchases of marketable debt securities to investment-grade securities, which have high credit ratings and also limit the amount of credit exposure to any one issuer. As stated in our investment policy, we are averse to principal loss and seek to preserve our invested funds by limiting default risk and market risk.

Restricted cash that was included within cash and cash equivalents as presented within our consolidated balance sheets as of May 31, 2022 and 2021 and our consolidated statements of cash flows for the years ended May 31, 2022, 2021 and 2020 was nominal.
v3.22.2
FAIR VALUE MEASUREMENTS
 12 Months Ended
May 31, 2022
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

4.

FAIR VALUE MEASUREMENTS

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

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

 

•

Level 1: quoted prices in active markets for identical assets or liabilities;

 

•

Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

 

•

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

 

 

 

May 31, 2022

 

 

May 31, 2021

 

 

 

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

 

$

12,842

 

 

$

—

 

 

$

12,842

 

 

$

12,263

 

 

$

—

 

 

$

12,263

 

Time deposits and other

 

 

240

 

 

 

280

 

 

 

520

 

 

 

1,250

 

 

 

8,220

 

 

 

9,470

 

Commercial paper debt securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11,712

 

 

 

11,712

 

Derivative financial instruments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

73

 

 

 

73

 

Total assets

 

$

13,082

 

 

$

280

 

 

$

13,362

 

 

$

13,513

 

 

$

20,005

 

 

$

33,518

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

—

 

 

$

97

 

 

$

97

 

 

$

—

 

 

$

—

 

 

$

—

 

 

Our marketable securities investments consist of money market funds, time deposits and certain other securities. Marketable securities as presented per our 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. As of May 31, 2022 and May 31, 2021, substantially 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 $75.9 billion and $84.2 billion of senior notes and the related fair value hedges (refer to Note 7 for additional information) that we had outstanding as of May 31, 2022 and 2021, respectively, the estimated fair values of the senior notes and the related fair value hedges using Level 2 inputs at May 31, 2022 and 2021 were $67.0 billion and $89.6 billion, respectively.

v3.22.2
PROPERTY, PLANT AND EQUIPMENT
 12 Months Ended
May 31, 2022
Property Plant And Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT

5.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following:

 

 

 

Estimated

 

May 31,

 

(Dollars in millions)

 

Useful Life

 

2022

 

 

2021

 

Computer, network, machinery and equipment

 

1-5 years

 

$

12,844

 

 

$

9,508

 

Buildings and improvements

 

1-40 years

 

 

4,729

 

 

 

4,734

 

Furniture, fixtures and other

 

5-15 years

 

 

423

 

 

 

454

 

Land

 

—

 

 

1,166

 

 

 

871

 

Construction in progress

 

—

 

 

512

 

 

 

233

 

Total property, plant and equipment

 

1-40 years

 

 

19,674

 

 

 

15,800

 

Accumulated depreciation

 

 

 

 

(9,958

)

 

 

(8,751

)

Total property, plant and equipment, net

 

 

 

$

9,716

 

 

$

7,049

 
v3.22.2
INTANGIBLE ASSETS AND GOODWILL
 12 Months Ended
May 31, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL

6.

INTANGIBLE ASSETS AND GOODWILL

The changes in intangible assets for fiscal 2022 and the net book value of intangible assets as of May 31, 2022 and 2021 were as follows:

 

 

 

Intangible Assets, Gross

 

 

Accumulated Amortization

 

 

Intangible Assets, Net

 

 

Weighted

Average

Useful

Life(2)

 

(Dollars in millions)

 

May 31,

2021

 

 

Additions &

Adjustments, net (1)

 

 

Retirements

 

 

May 31,

2022

 

 

May 31,

2021

 

 

Expense

 

 

Retirements

 

 

May 31,

2022

 

 

May 31,

2021

 

 

May 31,

2022

 

 

 

Developed technology

 

$

4,237

 

 

$

165

 

 

$

(436

)

 

$

3,966

 

 

$

(3,621

)

 

$

(475

)

 

$

436

 

 

$

(3,660

)

 

$

616

 

 

$

306

 

 

 

3

 

Cloud services and license support agreements and related relationships

 

 

5,497

 

 

 

(5

)

 

 

(232

)

 

 

5,260

 

 

 

(3,834

)

 

 

(592

)

 

 

232

 

 

 

(4,194

)

 

 

1,663

 

 

 

1,066

 

 

N/A

 

Other

 

 

1,269

 

 

 

—

 

 

 

(48

)

 

 

1,221

 

 

 

(1,118

)

 

 

(83

)

 

 

48

 

 

 

(1,153

)

 

 

151

 

 

 

68

 

 

N/A

 

Total intangible assets, net

 

$

11,003

 

 

$

160

 

 

$

(716

)

 

$

10,447

 

 

$

(8,573

)

 

$

(1,150

)

 

$

716

 

 

$

(9,007

)

 

$

2,430

 

 

$

1,440

 

 

 

 

 

 

(1)

Amounts also included any changes in intangible asset balances for the periods presented that resulted from foreign currency translations.

(2)

Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2022.

 

As of May 31, 2022, estimated future amortization expenses related to intangible assets were as follows (in millions):

 

Fiscal 2023

 

$

750

 

Fiscal 2024

 

 

508

 

Fiscal 2025

 

 

148

 

Fiscal 2026

 

 

24

 

Fiscal 2027

 

 

6

 

Thereafter

 

 

4

 

Total intangible assets, net

 

$

1,440

 

 

The changes in the carrying amounts of goodwill, net, which is generally not deductible for tax purposes, for our operating segments for fiscal 2022 and 2021 were as follows:

 

(in millions)

 

Cloud and License

 

 

Hardware

 

 

Services

 

 

Total Goodwill, net

 

Balances as of May 31, 2020

 

$

39,637

 

 

$

2,367

 

 

$

1,765

 

 

$

43,769

 

Goodwill adjustments, net(1)

 

 

149

 

 

 

—

 

 

 

17

 

 

 

166

 

Balances as of May 31, 2021

 

 

39,786

 

 

 

2,367

 

 

 

1,782

 

 

 

43,935

 

Goodwill adjustments, net(1)

 

 

152

 

 

 

—

 

 

 

(276

)

 

 

(124

)

Balances as of May 31, 2022

 

$

39,938

 

 

$

2,367

 

 

$

1,506

 

 

$

43,811

 

 

(1)

Amounts include any changes in goodwill balances for the period presented that substantially resulted from foreign currency translations and, during fiscal 2022, the realignment of an operating segment component.

v3.22.2
NOTES PAYABLE AND OTHER BORROWINGS
 12 Months Ended
May 31, 2022
Debt Disclosure [Abstract]  
NOTES PAYABLE AND OTHER BORROWINGS

7.

NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following:

 

 

 

 

 

May 31,

 

 

 

 

2022

 

2021

(Amounts in millions)

 

Date of

Issuance

 

Amount

 

 

Effective

Interest

Rate

 

Amount

 

 

Effective

Interest

Rate

Fixed-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,500, 2.80%, due July 2021(1)

 

July 2014

 

$

—

 

 

N.A

 

$

1,500

 

 

2.82%

$4,250, 1.90%, due September 2021

 

July 2016

 

 

—

 

 

N.A

 

 

4,250

 

 

1.94%

$2,500, 2.50%, due May 2022

 

May 2015

 

 

—

 

 

N.A

 

 

2,500

 

 

2.56%

$2,500, 2.50%, due October 2022

 

October 2012

 

 

2,500

 

 

2.51%

 

 

2,500

 

 

2.51%

$1,250, 2.625%, due February 2023

 

November 2017

 

 

1,250

 

 

2.64%

 

 

1,250

 

 

2.64%

$1,000, 3.625%, due July 2023

 

July 2013

 

 

1,000

 

 

3.73%

 

 

1,000

 

 

3.73%

$2,500, 2.40%, due September 2023

 

July 2016

 

 

2,500

 

 

2.40%

 

 

2,500

 

 

2.40%

$2,000, 3.40%, due July 2024

 

July 2014

 

 

2,000

 

 

3.43%

 

 

2,000

 

 

3.43%

$2,000, 2.95%, due November 2024

 

November 2017

 

 

2,000

 

 

2.98%

 

 

2,000

 

 

2.98%

$3,500, 2.50%, due April 2025

 

April 2020

 

 

3,500

 

 

2.51%

 

 

3,500

 

 

2.51%

$2,500, 2.95%, due May 2025

 

May 2015

 

 

2,500

 

 

3.00%

 

 

2,500

 

 

3.00%

€750, 3.125%, due July 2025(2)(3)

 

July 2013

 

 

803

 

 

3.17%

 

 

916

 

 

3.17%

$2,750, 1.65%, due March 2026

 

March 2021

 

 

2,750

 

 

1.66%

 

 

2,750

 

 

1.66%

$3,000, 2.65%, due July 2026

 

July 2016

 

 

3,000

 

 

2.69%

 

 

3,000

 

 

2.69%

$2,250, 2.80%, due April 2027

 

April 2020

 

 

2,250

 

 

2.83%

 

 

2,250

 

 

2.83%

$2,750, 3.25%, due November 2027

 

November 2017

 

 

2,750

 

 

3.26%

 

 

2,750

 

 

3.26%

$2,000, 2.30%, due March 2028

 

March 2021

 

 

2,000

 

 

2.34%

 

 

2,000

 

 

2.34%

$3,250, 2.95%, due April 2030

 

April 2020

 

 

3,250

 

 

2.96%

 

 

3,250

 

 

2.96%

$500, 3.25%, due May 2030

 

May 2015

 

 

500

 

 

3.30%

 

 

500

 

 

3.30%

$3,250, 2.875%, due March 2031

 

March 2021

 

 

3,250

 

 

2.89%

 

 

3,250

 

 

2.89%

$1,750, 4.30%, due July 2034

 

July 2014

 

 

1,750

 

 

4.30%

 

 

1,750

 

 

4.30%

$1,250, 3.90%, due May 2035

 

May 2015

 

 

1,250

 

 

3.95%

 

 

1,250

 

 

3.95%

$1,250, 3.85%, due July 2036

 

July 2016

 

 

1,250

 

 

3.85%

 

 

1,250

 

 

3.85%

$1,750, 3.80%, due November 2037

 

November 2017

 

 

1,750

 

 

3.83%

 

 

1,750

 

 

3.83%

$1,250, 6.50%, due April 2038

 

April 2008

 

 

1,250

 

 

6.52%

 

 

1,250

 

 

6.52%

$1,250, 6.125%, due July 2039

 

July 2009

 

 

1,250

 

 

6.19%

 

 

1,250

 

 

6.19%

$3,000, 3.60%, due April 2040

 

April 2020

 

 

3,000

 

 

3.62%

 

 

3,000

 

 

3.62%

$2,250, 5.375%, due July 2040

 

July 2010

 

 

2,250

 

 

5.45%

 

 

2,250

 

 

5.45%

$2,250, 3.65%, due March 2041

 

March 2021

 

 

2,250

 

 

3.70%

 

 

2,250

 

 

3.70%

$1,000, 4.50%, due July 2044

 

July 2014

 

 

1,000

 

 

4.50%

 

 

1,000

 

 

4.50%

$2,000, 4.125%, due May 2045

 

May 2015

 

 

2,000

 

 

4.15%

 

 

2,000

 

 

4.15%

$3,000, 4.00%, due July 2046

 

July 2016

 

 

3,000

 

 

4.00%

 

 

3,000

 

 

4.00%

$2,250, 4.00%, due November 2047

 

November 2017

 

 

2,250

 

 

4.03%

 

 

2,250

 

 

4.03%

$4,500, 3.60%, due April 2050

 

April 2020

 

 

4,500

 

 

3.62%

 

 

4,500

 

 

3.62%

$3,250, 3.95%, due March 2051

 

March 2021

 

 

3,250

 

 

3.96%

 

 

3,250

 

 

3.96%

$1,250, 4.375%, due May 2055

 

May 2015

 

 

1,250

 

 

4.40%

 

 

1,250

 

 

4.40%

$3,500, 3.85%, due April 2060

 

April 2020

 

 

3,500

 

 

3.87%

 

 

3,500

 

 

3.87%

$1,500, 4.10%, due March 2061

 

March 2021

 

 

1,500

 

 

4.11%

 

 

1,500

 

 

4.11%

Other borrowings due August 2025

 

November 2016

 

 

113

 

 

3.53%

 

 

113

 

 

3.53%

Total senior notes and other borrowings

 

 

 

$

76,166

 

 

 

 

$

84,529

 

 

 

Unamortized discount/issuance costs

 

 

 

 

(284

)

 

 

 

 

(315

)

 

 

Hedge accounting fair value adjustments(1)(3)

 

 

 

 

(23

)

 

 

 

 

31

 

 

 

Total notes payable and other borrowings

 

 

 

$

75,859

 

 

 

 

$

84,245

 

 

 

Notes payable, current

 

 

 

$

3,749

 

 

 

 

$

8,250

 

 

 

Notes payable and other borrowings, non-current

 

 

 

$

72,110

 

 

 

 

$

75,995

 

 

 

 

(1)

We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges.

 

 

(2)

In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange.

(3)

In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges.

Future principal payments (adjusted for the effects of the cross-currency interest rate swap agreements associated with the July 2025 Notes) for all of our borrowings at May 31, 2022 were as follows (in millions):

 

Fiscal 2023

 

$

3,750

 

Fiscal 2024

 

 

3,500

 

Fiscal 2025

 

 

10,000

 

Fiscal 2026

 

 

3,734

 

Fiscal 2027

 

 

5,250

 

Thereafter

 

 

50,000

 

Total

 

$

76,234

 

Senior Notes

Interest is payable semi-annually for the senior notes listed in the above table except for the Euro Notes for which interest is payable 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 notes we may issue in the future pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future unsecured senior indebtedness of Oracle Corporation including the Revolving Credit Agreement and Bridge Credit Agreement, each as described further below. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes, any future borrowings pursuant to the Revolving Credit Agreement and borrowings made on June 8, 2022 under the Bridge Credit Agreement, and any future issuances of commercial paper notes. We were in compliance with all debt-related covenants at May 31, 2022.

Credit Agreements

In March 2022, we entered into the following two credit agreements:

 

•

a $6.0 billion, five-year revolving credit agreement (the Revolving Credit Agreement), which provides for an unsecured $6.0 billion, five-year revolving credit facility (the Revolving Facility) to be used for our working capital purposes and for other general corporate purposes. Subject to certain conditions stated in the Revolving Credit Agreement, we may borrow, prepay and reborrow amounts under the Revolving Facility during the term of the Revolving Credit Agreement. All amounts borrowed under the Revolving Credit Agreement will become due on March 8, 2027, unless the commitments are terminated earlier either at our request or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events). Interest is based on either (a) a Term Secured Overnight Financing Rate (SOFR)-based formula plus a margin of 87.5 basis points to 150.0 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 0.0 basis point to 50.0 basis points, depending on the same such credit rating, each as set forth in the Revolving Credit Agreement; and

 

•

a $15.7 billion delayed draw term loan credit agreement (the Bridge Credit Agreement), which provides for an unsecured $15.7 billion, 364-day term loan commitment (the Bridge Facility), subject to the satisfaction of certain customary conditions. The Bridge Credit Agreement provides that, subject to certain exceptions, net cash proceeds received by us from certain debt and equity issuances shall result in mandatory prepayments or commitment reductions under the Bridge Credit Agreement. The proceeds of borrowings under the Bridge Facility were used to finance the acquisition of Cerner, our refinancing of indebtedness in connection with such acquisition and to pay related fees and expenses. All amounts borrowed under the Bridge Credit Agreement will become due on March 7, 2023, unless settled earlier pursuant to the terms of the Bridge Credit Agreement. Interest is based on either (a) a Term SOFR-based formula plus a margin of 100.0 basis points to 137.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 0.0 basis point to 37.5 basis points, depending on the same such credit rating, each as set forth in the Bridge Credit Agreement.

No amounts were outstanding pursuant to either of the credit agreements as of May 31, 2022. On June 8, 2022, we drew down the full amount of the Bridge Credit Agreement to finance the acquisition of Cerner.

Each of the abovementioned credit agreements contains certain customary representations and warranties, covenants and events of default, including the requirement that the ratio of “Consolidated EBITDA” to “Consolidated Net Interest Expense” (each term as defined in the respective credit agreements) of Oracle and its subsidiaries shall not be less than 3.0 to 1.0 at the end of any fiscal quarter during the period that the credit agreement is effective. If an event of default occurs under one of the credit agreements and is not cured within applicable grace periods or waived, any unpaid amounts under the applicable credit agreement may be declared immediately due and payable and the commitments under that agreement may be terminated. We were in compliance with the two credit agreements’ covenants as of May 31, 2022.

Commercial Paper Program and Commercial Paper Notes

Our existing $3.0 billion commercial paper program allows us to issue and sell unsecured short-term promissory notes pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas. As of May 31, 2022 and 2021, we did not have any outstanding commercial paper notes.
v3.22.2
RESTRUCTURING ACTIVITIES
 12 Months Ended
May 31, 2022
Restructuring And Related Activities [Abstract]  
RESTRUCTURING ACTIVITIES

8.

RESTRUCTURING ACTIVITIES

Fiscal 2022 Oracle Restructuring Plan

During fiscal 2022, 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 (2022 Restructuring Plan). In the fourth quarter of fiscal 2022, our management supplemented the 2022 Restructuring Plan to reflect additional actions that we expect to take. The total estimated restructuring costs associated with the 2022 Restructuring Plan are up to $392 million and will be recorded to the restructuring expense line item within our consolidated statements of operations as they are incurred. We recorded $223 million of restructuring expenses in connection with the 2022 Restructuring Plan in fiscal 2022 and we expect to incur the majority of the estimated remaining $169 million through the end of fiscal 2023. Any changes to the estimates or timing of executing the 2022 Restructuring Plan will be reflected in our future results of operations.

Fiscal 2019 Oracle Restructuring Plan

During fiscal 2019, 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 (2019 Restructuring Plan). In fiscal 2021, our management supplemented the 2019 Restructuring Plan to reflect additional actions that we expected to take. Restructuring costs associated with the 2019 Restructuring Plan were

recorded to the restructuring expense line item within our consolidated statements of operations as they were incurred. We recorded $430 million and $261 million of restructuring expenses in connection with the 2019 Restructuring Plan in fiscal 2021 and 2020, respectively. The total costs recorded in our consolidated statements of operations in connection with the 2019 Restructuring Plan were $1.2 billion. Actions pursuant to the 2019 Restructuring Plan were substantially complete as of May 31, 2021.

Summary of All Plans

Fiscal 2022 Activity

 

 

 

Accrued

May 31,

2021(2)

 

 

Year Ended May 31, 2022

 

 

Accrued

May 31,

2022(2)

 

 

Total

Costs

Accrued

to Date

 

 

Total

Expected

Program

Costs

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

 

 

 

 

Fiscal 2022 Oracle Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

—

 

 

$

90

 

 

$

(2

)

 

$

(52

)

 

$

(2

)

 

$

34

 

 

$

88

 

 

$

184

 

Hardware

 

 

—

 

 

 

11

 

 

 

—

 

 

 

(4

)

 

 

—

 

 

 

7

 

 

 

11

 

 

 

22

 

Services

 

 

—

 

 

 

16

 

 

 

—

 

 

 

(7

)

 

 

—

 

 

 

9

 

 

 

16

 

 

 

32

 

Other

 

 

—

 

 

 

105

 

 

 

3

 

 

 

(29

)

 

 

(69

)

 

 

10

 

 

 

108

 

 

 

154

 

Total Fiscal 2022 Oracle Restructuring Plan

 

$

—

 

 

$

222

 

 

$

1

 

 

$

(92

)

 

$

(71

)

 

$

60

 

 

$

223

 

 

$

392

 

Total other restructuring plans(6)

 

$

225

 

 

$

—

 

 

$

(32

)

 

$

(109

)

 

$

(13

)

 

$

71

 

 

 

 

 

 

 

 

 

Total restructuring plans

 

$

225

 

 

$

222

 

 

$

(31

)

 

$

(201

)

 

$

(84

)

 

$

131

 

 

 

 

 

 

 

 

 

 

Fiscal 2021 Activity

 

 

 

Accrued

May 31,

2020

 

 

Year Ended May 31, 2021

 

 

Accrued

May 31,

2021(2)

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

Fiscal 2019 Oracle Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

75

 

 

$

225

 

 

$

(22

)

 

$

(171

)

 

$

12

 

 

$

119

 

Hardware

 

 

14

 

 

 

39

 

 

 

(2

)

 

 

(34

)

 

 

(1

)

 

 

16

 

Services

 

 

27

 

 

 

54

 

 

 

(4

)

 

 

(56

)

 

 

3

 

 

 

24

 

Other

 

 

22

 

 

 

137

 

 

 

3

 

 

 

(110

)

 

 

5

 

 

 

57

 

Total Fiscal 2019 Oracle Restructuring Plan

 

$

138

 

 

$

455

 

 

$

(25

)

 

$

(371

)

 

$

19

 

 

$

216

 

Total other restructuring plans(6)

 

$

13

 

 

$

2

 

 

$

(1

)

 

$

(5

)

 

$

—

 

 

$

9

 

Total restructuring plans

 

$

151

 

 

$

457

 

 

$

(26

)

 

$

(376

)

 

$

19

 

 

$

225

 

 

Fiscal 2020 Activity

 

 

 

Accrued

May 31,

2019

 

 

Year Ended May 31, 2020

 

 

Accrued

May 31,

2020

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

Fiscal 2019 Oracle Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

72

 

 

$

140

 

 

$

(24

)

 

$

(112

)

 

$

(1

)

 

$

75

 

Hardware

 

 

18

 

 

 

28

 

 

 

(1

)

 

 

(31

)

 

 

—

 

 

 

14

 

Services

 

 

15

 

 

 

51

 

 

 

(2

)

 

 

(37

)

 

 

—

 

 

 

27

 

Other

 

 

108

 

 

 

59

 

 

 

10

 

 

 

(111

)

 

 

(44

)

 

 

22

 

Total Fiscal 2019 Oracle Restructuring Plan

 

$

213

 

 

$

278

 

 

$

(17

)

 

$

(291

)

 

$

(45

)

 

$

138

 

Total other restructuring plans(6)

 

$

49

 

 

$

—

 

 

$

(11

)

 

$

(8

)

 

$

(17

)

 

$

13

 

Total restructuring plans

 

$

262

 

 

$

278

 

 

$

(28

)

 

$

(299

)

 

$

(62

)

 

$

151

 

 

(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 May 31, 2022 and 2021, substantially all restructuring liabilities have been recorded in other current liabilities within our 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 consolidated statements of operations was not significant.
v3.22.2
DEFERRED REVENUES
 12 Months Ended
May 31, 2022
Deferred Revenue Disclosure [Abstract]  
DEFERRED REVENUES

9.

DEFERRED REVENUES

Deferred revenues consisted of the following:

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Cloud services and license support

 

$

7,406

 

 

$

7,728

 

Hardware

 

 

555

 

 

 

618

 

Services

 

 

360

 

 

 

399

 

Cloud license and on-premise license

 

 

36

 

 

 

30

 

Deferred revenues, current

 

 

8,357

 

 

 

8,775

 

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

 

 

753

 

 

 

679

 

Total deferred revenues

 

$

9,110

 

 

$

9,454

 

 

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.
v3.22.2
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES
 12 Months Ended
May 31, 2022
Leases Other Commitments And Certain Contingencies Disclosure [Abstract]  
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES

10.

LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES

Leases

We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of May 31, 2022, our operating leases substantially have remaining terms of one year to eleven years, some of which include options to extend and/or terminate the leases.

Operating lease expenses totaled $766 million, net of sublease income of $12 million in fiscal 2022 and $654 million, net of sublease income of $13 million in fiscal 2021. At May 31, 2022, ROU assets, current lease liabilities and non-current lease liabilities for our operating leases were $3.5 billion, $727 million and $2.9 billion, respectively. We recorded ROU assets of $1.9 billion in exchange for operating lease obligations during the year ended May 31, 2022. Cash paid for amounts included in the measurement of operating lease liabilities was $808 million and $696 million for the year ended May 31, 2022 and 2021, respectively. As of May 31, 2022, the weighted average remaining lease term for operating leases was approximately seven years and the weighted average discount rate used for calculating operating lease obligations was 2.9%. As of May 31, 2022, we have $4.1 billion of additional operating lease commitments, primarily for data centers, that are expected to commence in fiscal 2023 for terms of one to fifteen years that were not reflected on our consolidated balance sheet as of May 31, 2022 or in the maturities table below.

Maturities of operating lease liabilities were as follows as of May 31, 2022 (in millions):

 

Fiscal 2023

 

$

763

 

Fiscal 2024

 

 

642

 

Fiscal 2025

 

 

578

 

Fiscal 2026

 

 

524

 

Fiscal 2027

 

 

415

 

Thereafter

 

 

1,159

 

Total operating lease payments

 

 

4,081

 

Less: imputed interest

 

 

(423

)

Total operating lease liability

 

$

3,658

 

 

Unconditional Obligations

In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers, which are agreements that are enforceable and legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payment. We utilize several external manufacturers to manufacture sub-assemblies, perform final assemblies and perform testing of our hardware products. We also obtain individual components for our hardware products from a variety of individual suppliers based on projected demand information. Such purchase commitments are based on our forecasted component and manufacturing requirements and typically provide for fulfillment within agreed upon lead-times and/or commercially standard lead-times for the particular part or product and have been included in the amounts disclosed below. Certain routine arrangements for other materials and goods that are not related to our external manufacturers and certain other suppliers and that are entered into in the ordinary course of business are not included in the amounts below, as they are generally entered into in order to secure pricing or other negotiated terms and are difficult to quantify in a meaningful way.

As of May 31, 2022, our unconditional purchase and certain other obligations were as follows (in millions):

 

Fiscal 2023

 

$

4,090

 

Fiscal 2024

 

 

185

 

Fiscal 2025

 

 

133

 

Fiscal 2026

 

 

106

 

Fiscal 2027

 

 

83

 

Thereafter

 

 

192

 

Total

 

$

4,789

 

 

As described in Note 7 above, as of May 31, 2022 we have senior notes and other borrowings that mature at various future dates and derivative financial instruments outstanding that we leverage to manage certain risks and exposures.

Guarantees

Our cloud, license and hardware sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnifications and have not accrued any material liabilities related to such obligations in our consolidated financial statements. Certain of our sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our

limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

Our Oracle Cloud Services agreements generally include a warranty that the cloud services will be performed in all material respects as defined in the agreement during the service period. Our license and hardware agreements also generally include a warranty that our products will substantially operate as described in the applicable program documentation for a period of one year after delivery. We also warrant that services we perform will be provided in a manner consistent with industry standards for a period of 90 days from performance of the services.

We occasionally are required, for various reasons, to enter into financial guarantees with third parties in the ordinary course of our business including, among others, guarantees related to taxes, import licenses and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows.

v3.22.2
STOCKHOLDERS' (DEFICIT) EQUITY
 12 Months Ended
May 31, 2022
Stockholders Equity Note [Abstract]  
STOCKHOLDERS' (DEFICIT) EQUITY

11.

STOCKHOLDERS’ (DEFICIT) EQUITY

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. On December 9, 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $10.0 billion. As of May 31, 2022, approximately $9.4 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 185.8 million shares for $16.2 billion (including 0.3 million shares for $19 million that were repurchased but not settled), 329.2 million shares for $21.0 billion, and 361.0 million shares for $19.2 billion in fiscal 2022, 2021 and 2020, respectively, 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 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

Dividends on Common Stock

During fiscal 2022, 2021 and 2020, our Board of Directors declared cash dividends of $1.28, $1.04 and $0.96 per share of our outstanding common stock, respectively, which we paid during the same period.

In June 2022, our Board of Directors declared a quarterly cash dividend of $0.32 per share of our outstanding common stock. The dividend is payable on July 26, 2022 to stockholders of record as of the close of business on July 12, 2022. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Accumulated Other Comprehensive Loss

The following table summarizes, as of each balance sheet date, the components of our AOCL, net of income taxes:

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Foreign currency translation losses

 

$

(1,482

)

 

$

(775

)

Unrealized losses on defined benefit plans, net

 

 

(210

)

 

 

(400

)

Total accumulated other comprehensive loss

 

$

(1,692

)

 

$

(1,175

)

 

 
v3.22.2
EMPLOYEE BENEFIT PLANS
 12 Months Ended
May 31, 2022
Compensation Related Costs [Abstract]  
EMPLOYEE BENEFIT PLANS

12.

EMPLOYEE BENEFIT PLANS

Stock-Based Compensation Plans

Stock Plans

In fiscal 2021, we adopted the 2020 Equity Incentive Plan to replace the Amended and Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan) which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers. In fiscal 2022, our stockholders, upon the recommendation of our Board of Directors (the Board), approved the adoption of the Amended and Restated 2020 Equity Incentive Plan (the 2020 Plan and, together with the 2000 Plan, the Plans), which increased the number of authorized shares of stock that may be issued under the 2020 Plan by 300 million shares.

The total number of shares authorized under the 2020 Plan is (i) 390 million shares, plus (ii) the number of shares that were unissued and available for grant under the 2000 Plan as of the date that the 2020 Plan was originally adopted, plus (iii) the number of shares granted and outstanding as of the date that the 2020 Plan was originally adopted which would have been available again for issuance under the terms of the 2000 Plan had the 2020 Plan not been adopted. Under the 2020 Plan, for each share granted as a full value award in the form of a restricted stock unit (RSU) or a performance-based restricted stock award (PSU), an equivalent of 2.5 shares is deducted from our pool of shares available for grant.

As of May 31, 2022, 125 million unvested RSUs, 36 million performance-based stock options (PSOs), of which 6 million shares were vested, and service-based stock options (SOs) to purchase 60 million shares of common stock, of which 59 million shares were vested, were outstanding under the Plans. Approximately 371 million shares of common stock were available for future awards under the 2020 Plan as of May 31, 2022. To date, we have not issued any stock options under the 2020 Plan or any stock purchase rights or stock appreciation rights under either of the Plans.

The vesting schedule for all awards granted under the Plans is established by the Compensation Committee of the Board. RSUs generally require service-based vesting of 25% annually over four years. SOs were previously granted under the 2000 Plan at not less than fair market value, become exercisable generally 25% annually over four years of service, and generally expire 10 years from the date of grant.

PSOs granted under the 2000 Plan to our Chief Executive Officer and Chief Technology Officer in fiscal 2018 consisted of seven numerically equivalent vesting tranches that potentially could vest. One tranche, which was based solely on the attainment of a market-based metric, was achieved and vested in fiscal 2022. Each of the remaining six tranches requires the attainment of both a performance metric and a market capitalization metric by May 31, 2022, which was subsequently extended by three additional fiscal years to May 31, 2025 via an amendment approved by the Compensation Committee of the Board during fiscal 2022. If any of the remaining operational and market capitalization performance goals are achieved before May 31, 2025 additional tranches may vest, assuming continued employment and service through the date the Compensation Committee of the Board certifies that performance has been achieved. Upon amendment of the PSOs in fiscal 2022, we estimated the revised fair values of the six unvested tranches of the PSOs using a Monte Carlo simulation approach. We are recognizing incremental stock-based compensation expense related to these amended awards for any of the remaining unvested tranches that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement, or (b) derived service period for market-based metric achievement. Stock-based compensation associated with a vesting tranche where vesting is no longer determined to be probable is reversed on a cumulative basis and is no longer prospectively recognized in the period when such a determination is made. We have preliminarily estimated service periods for those tranches that have been deemed probable of achievement as of the amendment date to be approximately three to four years.

In connection with certain of our acquisitions, we assumed certain outstanding restricted stock-based awards and stock options under each acquired company’s respective stock plans, or we substituted substantially similar awards under the Plans. These restricted stock-based awards and stock options assumed or substituted generally retained all of the rights, terms and conditions of the respective plans under which they were originally granted. As of May 31, 2022, stock options to purchase approximately 485,000 shares of common stock were outstanding under acquired company stock plans that Oracle assumed.

In fiscal 1993, the Board adopted the 1993 Directors’ Stock Plan (the Directors’ Plan), which provides for the issuance of RSUs and other stock-based awards, including non-qualified stock options, to non-employee directors. The Directors’ Plan has from time to time been amended and restated. Under the terms of the Directors’ Plan, 10 million shares of common stock are reserved for issuance (including a fiscal 2013 amendment to increase the number of shares of our common stock reserved for issuance by 2 million shares). In prior years, we granted stock options at not less than fair market value, that vest over four years, and expire no more than 10 years from the date of grant. Currently, we only grant RSUs that vest fully on the one-year anniversary of the date of grant. The Directors’ Plan was most recently amended on April 29, 2016 and permits the Compensation Committee of the Board to determine the amount and form of automatic grants of stock awards, if any, to each non-employee director upon first becoming a director and thereafter on an annual basis, as well as automatic grants for chairing certain Board committees, subject to certain stockholder approved limitations set forth in the Directors’ Plan. In April 2020, the Compensation Committee reduced the maximum value of the annual automatic RSU grants to each non-employee director from $400,000 to $350,000 and eliminated all equity grants for chairing board committees. As of May 31, 2022, approximately 59,000 unvested RSUs and stock options to purchase approximately 474,000 shares of common stock (all of which were vested) were outstanding under the Directors’ Plan. As of May 31, 2022, approximately 1 million shares were available for future stock awards under this plan.

The following table summarizes restricted stock-based award activity granted pursuant to Oracle-based stock plans for our last three fiscal years ended May 31, 2022:

 

 

 

Restricted Stock-Based Awards Outstanding

 

(in millions, except fair value)

 

Number of

Shares

 

 

Weighted-Average

Grant Date Fair Value

 

Balance, May 31, 2019

 

 

99

 

 

$

43.01

 

Granted

 

 

50

 

 

$

53.38

 

Vested and issued

 

 

(34

)

 

$

42.67

 

Canceled

 

 

(14

)

 

$

46.81

 

Balance, May 31, 2020

 

 

101

 

 

$

48.36

 

Granted

 

 

54

 

 

$

54.95

 

Vested and issued

 

 

(34

)

 

$

46.88

 

Canceled

 

 

(11

)

 

$

50.40

 

Balance, May 31, 2021

 

 

110

 

 

$

51.87

 

Granted

 

 

65

 

 

$

85.07

 

Vested and issued

 

 

(38

)

 

$

50.52

 

Canceled

 

 

(9

)

 

$

63.25

 

Balance, May 31, 2022

 

 

128

 

 

$

68.34

 

 

The total grant date fair values of restricted stock-based awards that were vested and issued in fiscal 2022, 2021 and 2020 were $1.9 billion, $1.6 billion and $1.5 billion, respectively. As of May 31, 2022, total unrecognized stock-based compensation expense related to non-vested restricted stock-based awards was $5.9 billion and is expected to be recognized over the remaining weighted-average vesting period of 2.93 years.

The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the Plans and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2022:

 

 

 

Options Outstanding

 

(in millions, except exercise price)

 

Shares Under

Stock Option

 

 

Weighted-Average

Exercise Price

 

Balance, May 31, 2019

 

 

222

 

 

$

37.78

 

Granted and assumed

 

 

—

 

 

$

—

 

Exercised

 

 

(44

)

 

$

33.18

 

Canceled

 

 

(2

)

 

$

44.76

 

Balance, May 31, 2020

 

 

176

 

 

$

38.86

 

Granted and assumed

 

 

—

 

 

$

—

 

Exercised

 

 

(52

)

 

$

32.05

 

Canceled

 

 

(17

)

 

$

51.02

 

Balance, May 31, 2021

 

 

107

 

 

$

40.14

 

Granted

 

 

—

 

 

$

—

 

Exercised

 

 

(10

)

 

$

34.34

 

Canceled

 

 

—

 

 

$

—

 

Balance, May 31, 2022

 

 

97

 

 

$

40.70

 

 

Stock options outstanding that have vested and that are expected to vest as of May 31, 2022 were as follows:

 

 

 

Outstanding

Stock Options

(in millions)

 

 

Weighted-Average

Exercise Price

 

 

Weighted-Average

Remaining Contract Term

(in years)

 

 

Aggregate

Intrinsic Value(1)

(in millions)

 

Vested

 

 

65

 

 

$

35.81

 

 

 

1.83

 

 

$

2,360

 

Expected to vest(2)

 

 

12

 

 

$

50.38

 

 

 

3.67

 

 

 

245

 

Total

 

 

77

 

 

$

37.97

 

 

 

2.10

 

 

$

2,605

 

 

(1)

The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2022 of $71.92 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects.

(2)

The unrecognized compensation expense calculated under the fair value method for shares expected to vest (unvested shares net of expected forfeitures) as of May 31, 2022 was approximately $190 million and is expected to be recognized over a weighted-average period of 2.98 years. Approximately 20 million shares outstanding as of May 31, 2022 were not expected to vest.

Stock-Based Compensation Expense and Valuations of Restricted Stock-Based Awards

We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends.

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

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Cloud services and license support

 

$

205

 

 

$

134

 

 

$

110

 

Hardware

 

 

15

 

 

 

11

 

 

 

11

 

Services

 

 

67

 

 

 

55

 

 

 

54

 

Sales and marketing

 

 

448

 

 

 

313

 

 

 

261

 

Research and development

 

 

1,633

 

 

 

1,188

 

 

 

1,035

 

General and administrative

 

 

245

 

 

 

136

 

 

 

119

 

Total stock-based compensation

 

 

2,613

 

 

 

1,837

 

 

 

1,590

 

Estimated income tax benefit included in provision for income taxes

 

 

(593

)

 

 

(413

)

 

 

(343

)

Total stock-based compensation, net of estimated income tax benefit

 

$

2,020

 

 

$

1,424

 

 

$

1,247

 

 

Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards

Total cash received as a result of stock option exercises was approximately $319 million, $1.7 billion and $1.5 billion for fiscal 2022, 2021 and 2020, respectively. The total aggregate intrinsic value of restricted stock-based awards that vested and were issued and stock options that were exercised was $3.7 billion for each of fiscal 2022 and 2021 and $2.9 billion for fiscal 2020. In connection with the vesting and issuance of restricted stock-based awards and stock options that were exercised, the tax benefits realized by us were $843 million, $842 million and $638 million for fiscal 2022, 2021 and 2020, respectively.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is 95% of the fair market value of Oracle stock as of the end of the semi-annual option period. As of May 31, 2022, 39 million shares were reserved for future issuances under the Purchase Plan. We issued approximately 2 million shares in each of fiscal 2022, 2021 and 2020, respectively, under the Purchase Plan. The Compensation Committee last amended the Purchase Plan on May 3, 2022.

Defined Contribution and Other Postretirement Plans

We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $412 million, $380 million and $376 million for fiscal 2022, 2021 and 2020, respectively.

In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to 40% of their eligible compensation on a per-pay-period basis as defined by the Oracle 401(k) Plan document or by the section 402(g) limit as defined by the U.S. Internal Revenue Service (IRS). We match a portion of employee contributions, currently 50% up to 6% of compensation each pay period, subject to maximum aggregate matching amounts. Our contributions to the Oracle 401(k) Plan, net of forfeitures, were $164 million, $150 million and $152 million in fiscal 2022, 2021 and 2020, respectively.

We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $756 million and approximately $813 million as of May 31, 2022 and 2021, respectively, and were presented in other non-current assets and other non-current liabilities in the accompanying consolidated balance sheets.

We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $67 million, $105 million and $97 million for fiscal 2022, 2021 and 2020, respectively. The aggregate projected benefit obligation and aggregate net liability (funded status, which is substantially included in other non-current liabilities in our consolidated balance sheets) of our defined benefit plans as of May 31, 2022 were $1.1 billion and $580 million, respectively, and as of May 31, 2021 were $1.4 billion and $889 million, respectively.
v3.22.2
INCOME TAXES
 12 Months Ended
May 31, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES

13.

INCOME TAXES

Our effective tax rates for each of the periods presented are the result of the mix of income and losses earned in various tax jurisdictions that apply a broad range of income tax rates. Our (provision for) benefit from income taxes varied from that computed at the U.S. federal statutory income tax rate for fiscal 2022, 2021 and 2020 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. In addition, for fiscal 2021, our benefit from income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to a total net deferred tax benefit of $2.3 billion as a result of a partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights.

In November 2021, the U.S. House of Representatives passed the “Build Back Better Act” budget reconciliation bill (the Bill). To date, the Bill has failed to advance in the Senate. If the Bill as currently drafted (or a modified version containing similar revenue provisions) were enacted, it would substantially increase U.S. taxes on corporations, including, among other changes, raising the level of U.S. tax on profits earned outside the U.S. and further restricting the deductibility of interest expense. Such changes, if enacted, likely would have a material adverse impact on our future tax liabilities and consolidated financial results.

The following is a geographical breakdown of income before income taxes:

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Domestic

 

$

(629

)

 

$

4,375

 

 

$

3,890

 

Foreign

 

 

8,278

 

 

 

8,624

 

 

 

8,173

 

Income before income taxes

 

$

7,649

 

 

$

12,999

 

 

$

12,063

 

 

 

The (provision for) benefit from income taxes consisted of the following:

 

 

 

Year Ended May 31,

 

(Dollars in millions)

 

2022

 

 

2021

 

 

2020

 

Current provision:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(709

)

 

$

(516

)

 

$

(1,616

)

State

 

 

(186

)

 

 

(233

)

 

 

(19

)

Foreign

 

 

(1,183

)

 

 

(929

)

 

 

(1,144

)

Total current provision

 

$

(2,078

)

 

$

(1,678

)

 

$

(2,779

)

Deferred benefit:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

1,661

 

 

$

(8,631

)

 

$

983

 

State

 

 

139

 

 

 

77

 

 

 

(50

)

Foreign

 

 

(654

)

 

 

10,979

 

 

 

(82

)

Total deferred benefit

 

$

1,146

 

 

$

2,425

 

 

$

851

 

Total (provision for) benefit from income taxes

 

$

(932

)

 

$

747

 

 

$

(1,928

)

Effective income tax expense (benefit) rate

 

12.2%

 

 

(5.7%)

 

 

16.0%

 

 

The (provision for) benefit from income taxes differed from the amount computed by applying the federal statutory rate to our income before income taxes as follows:

 

 

 

Year Ended May 31,

 

(Dollars in millions)

 

2022

 

 

2021

 

 

2020

 

U.S. federal statutory tax rate

 

21.0%

 

 

21.0%

 

 

21.0%

 

Tax provision at statutory rate

 

$

(1,606

)

 

$

(2,730

)

 

$

(2,533

)

Foreign earnings at other than United States rates

 

 

536

 

 

 

580

 

 

 

496

 

Net impact of intra-entity IP transfer

 

 

—

 

 

 

2,266

 

 

 

—

 

State tax expense, net of federal benefit

 

 

(132

)

 

 

(206

)

 

 

(172

)

Settlements and releases from judicial decisions and statute expirations, net

 

 

263

 

 

 

582

 

 

 

137

 

Tax contingency interest accrual, net

 

 

(44

)

 

 

(55

)

 

 

(163

)

Domestic tax contingency, net

 

 

(441

)

 

 

(282

)

 

 

(58

)

Federal research and development credit

 

 

222

 

 

 

169

 

 

 

151

 

Stock-based compensation

 

 

263

 

 

 

300

 

 

 

166

 

Other, net

 

 

7

 

 

 

123

 

 

 

48

 

Total (provision for) benefit from income taxes

 

$

(932

)

 

$

747

 

 

$

(1,928

)

 

 

The components of our deferred tax assets and liabilities were as follows:

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Accruals and allowances

 

$

493

 

 

$

452

 

Employee compensation and benefits

 

 

818

 

 

 

755

 

Differences in timing of revenue recognition

 

 

623

 

 

 

547

 

Lease liabilities

 

 

688

 

 

 

524

 

Basis of property, plant and equipment and intangible assets

 

 

11,362

 

 

 

12,161

 

Tax credit and net operating loss carryforwards

 

 

4,409

 

 

 

3,934

 

Other

 

 

141

 

 

 

—

 

Total deferred tax assets

 

 

18,534

 

 

 

18,373

 

Valuation allowance

 

 

(1,742

)

 

 

(1,526

)

Total deferred tax assets, net

 

 

16,792

 

 

 

16,847

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Unrealized gain on stock

 

 

(78

)

 

 

(78

)

Acquired intangible assets

 

 

(126

)

 

 

(266

)

GILTI deferred

 

 

(8,937

)

 

 

(9,883

)

ROU assets

 

 

(668

)

 

 

(488

)

Withholding taxes on foreign earnings

 

 

(232

)

 

 

(195

)

Other

 

 

—

 

 

 

(165

)

Total deferred tax liabilities

 

 

(10,041

)

 

 

(11,075

)

Net deferred tax assets

 

$

6,751

 

 

$

5,772

 

Recorded as:

 

 

 

 

 

 

 

 

Non-current deferred tax assets

 

$

12,782

 

 

$

13,636

 

Non-current deferred tax liabilities

 

 

(6,031

)

 

 

(7,864

)

Net deferred tax assets

 

$

6,751

 

 

$

5,772

 

 

We provide for United States income taxes on the undistributed earnings and the other outside basis temporary differences of foreign subsidiaries unless they are considered indefinitely reinvested outside the United States. At May 31, 2022, the amount of temporary differences related to undistributed earnings and other outside basis temporary differences of investments in foreign subsidiaries upon which U.S. income taxes have not been provided was approximately $7.9 billion. If the undistributed earnings and other outside basis differences were recognized in a taxable transaction, they would generate foreign tax credits that would reduce the federal tax liability associated with the foreign dividend or the otherwise taxable transaction. At May 31, 2022, assuming a full utilization of the foreign tax credits, the potential net deferred tax liability associated with these other outside basis temporary differences would be approximately $1.5 billion.

Our net deferred tax assets were $6.8 billion and $5.8 billion as of May 31, 2022 and 2021, 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.

The valuation allowance was $1.7 billion and $1.5 billion as of May 31, 2022 and 2021, respectively. A majority of the valuation allowances as of May 31, 2022 and 2021 related to tax assets established in purchase accounting and other tax credits. Any subsequent reduction of that portion of the valuation allowance and the recognition of the associated tax benefits associated with our acquisitions will be recorded to our provision for income taxes

subsequent to our final determination of the valuation allowance or the conclusion of the measurement period (as defined above), whichever comes first.

At May 31, 2022, we had federal net operating loss carryforwards of approximately $446 million, which are subject to limitation on their utilization. Approximately $372 million of these federal net operating losses expire in various years between fiscal 2023 and fiscal 2038. Approximately $74 million of these federal net operating losses are not currently subject to expiration dates. We had state net operating loss carryforwards of approximately $1.8 billion at May 31, 2022, which expire between fiscal 2023 and fiscal 2042 and are subject to limitations on their utilization. We had total foreign net operating loss carryforwards of approximately $1.9 billion at May 31, 2022, which are subject to limitations on their utilization. Approximately $1.8 billion of these foreign net operating losses are not currently subject to expiration dates. The remainder of the foreign net operating losses, approximately $53 million, expire between fiscal 2023 and fiscal 2041. At May 31, 2022, we had federal capital loss carryforwards of approximately $193 million, which expire in fiscal 2026. We had state capital loss carryforwards of approximately $366 million, which expire between fiscal 2026 and fiscal 2036. We had tax credit carryforwards of approximately $1.3 billion at May 31, 2022, which are subject to limitations on their utilization. Approximately $854 million of these tax credit carryforwards are not currently subject to expiration dates. The remainder of the tax credit carryforwards, approximately $407 million, expire in various years between fiscal 2023 and fiscal 2042.

We classify our unrecognized tax benefits as either current or non-current income taxes payable in the accompanying consolidated balance sheets. The aggregate changes in the balance of our gross unrecognized tax benefits, including acquisitions, were as follows:

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Gross unrecognized tax benefits as of June 1

 

$

6,912

 

 

$

6,972

 

 

$

6,348

 

Increases related to tax positions from prior fiscal years

 

 

66

 

 

 

225

 

 

 

624

 

Decreases related to tax positions from prior fiscal years

 

 

(24

)

 

 

(836

)

 

 

(298

)

Increases related to tax positions taken during current fiscal year

 

 

919

 

 

 

531

 

 

 

628

 

Settlements with tax authorities

 

 

(117

)

 

 

(51

)

 

 

(177

)

Lapses of statutes of limitation

 

 

(333

)

 

 

(66

)

 

 

(116

)

Cumulative translation adjustments and other, net

 

 

(139

)

 

 

137

 

 

 

(37

)

Total gross unrecognized tax benefits as of May 31

 

$

7,284

 

 

$

6,912

 

 

$

6,972

 

 

As of May 31, 2022, 2021 and 2020, $4.3 billion, $4.4 billion and $4.3 billion, respectively, of unrecognized tax benefits would affect our effective tax rate if recognized. We recognized interest and penalties related to uncertain tax positions in our (provision for) benefit from income taxes line of our consolidated statements of operations of $93 million, $166 million and $202 million during fiscal 2022, 2021 and 2020, respectively. Interest and penalties accrued were $1.6 billion as of May 31, 2022 and 2021.

Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2020. Many issues are at an advanced stage in the examination process, the most significant of which include issues related to transfer pricing, domestic production activity, foreign tax credits, research and development credits, state economic nexus, and qualification as a state manufacturer. With respect to all of these domestic audit issues considered in the aggregate, we believe that it was reasonably possible that, as of May 31, 2022, our gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $994 million ($825 million net of offsetting tax benefits). Our U.S. federal income tax returns have been examined for all years prior to fiscal 2011 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 2007, 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 2021. Many of the relevant tax years are at an advanced stage in examination or subsequent controversy resolution processes, the most significant of which include issues related to transfer pricing and withholding tax. The manner in which those issues are resolved and the timing thereof could potentially result in a range of decreases or increases in our unrecognized tax benefits over the next 12 months. We believe it was reasonably possible that, as of May 31, 2022, the gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $287 million ($109 million net of offsetting tax benefits). We also believe it was reasonably possible that, as of May 31, 2022, the gross unrecognized tax benefits could increase in the next 12 months by as much as $869 million ($227 million net of offsetting US tax benefits). 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, India, Indonesia, Israel, Italy, Mexico, New Zealand, 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.
v3.22.2
SEGMENT INFORMATION
 12 Months Ended
May 31, 2022
Segment Reporting [Abstract]  
SEGMENT INFORMATION

14.

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 for each of fiscal 2022, 2021 and 2020:

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

36,052

 

 

$

34,101

 

 

$

32,523

 

Cloud services and license support expenses

 

 

4,915

 

 

 

4,133

 

 

 

3,803

 

Sales and marketing expenses

 

 

7,054

 

 

 

6,799

 

 

 

7,159

 

Margin(2)

 

$

24,083

 

 

$

23,169

 

 

$

21,561

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

3,183

 

 

$

3,359

 

 

$

3,443

 

Hardware products and support expenses

 

 

944

 

 

 

945

 

 

 

1,084

 

Sales and marketing expenses

 

 

361

 

 

 

388

 

 

 

456

 

Margin(2)

 

$

1,878

 

 

$

2,026

 

 

$

1,903

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

3,205

 

 

$

3,021

 

 

$

3,106

 

Services expenses

 

 

2,539

 

 

 

2,393

 

 

 

2,656

 

Margin(2)

 

$

666

 

 

$

628

 

 

$

450

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

42,440

 

 

$

40,481

 

 

$

39,072

 

Expenses

 

 

15,813

 

 

 

14,658

 

 

 

15,158

 

Margin(2)

 

$

26,627

 

 

$

25,823

 

 

$

23,914

 

 

(1)

Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented.

(2)

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

 

The following table reconciles total operating segment revenues to total revenues as well as total operating segment margin to income before income taxes:

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Total revenues for operating segments

 

$

42,440

 

 

$

40,481

 

 

$

39,072

 

Cloud and license revenues(1)

 

 

—

 

 

 

(2

)

 

 

(4

)

Total revenues

 

$

42,440

 

 

$

40,479

 

 

$

39,068

 

 

Total margin for operating segments

 

$

26,627

 

 

$

25,823

 

 

$

23,914

 

Cloud and license revenues(1)

 

 

—

 

 

 

(2

)

 

 

(4

)

Research and development

 

 

(7,219

)

 

 

(6,527

)

 

 

(6,067

)

General and administrative

 

 

(1,317

)

 

 

(1,254

)

 

 

(1,181

)

Amortization of intangible assets

 

 

(1,150

)

 

 

(1,379

)

 

 

(1,586

)

Acquisition related and other

 

 

(4,713

)

 

 

(138

)

 

 

(56

)

Restructuring

 

 

(191

)

 

 

(431

)

 

 

(250

)

Stock-based compensation for operating segments

 

 

(735

)

 

 

(513

)

 

 

(436

)

Expense allocations and other, net

 

 

(376

)

 

 

(366

)

 

 

(438

)

Interest expense

 

 

(2,755

)

 

 

(2,496

)

 

 

(1,995

)

Non-operating (expenses) income, net

 

 

(522

)

 

 

282

 

 

 

162

 

Income before income taxes

 

$

7,649

 

 

$

12,999

 

 

$

12,063

 

 

(1)

Cloud and license revenues presented for management reporting for fiscal 2021 and fiscal 2020 included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. This table includes a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented.

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 consolidated statements of operations, the total of which is reconciled to revenues from our reportable segments as per the preceding tables of this footnote.

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

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Americas

 

$

23,679

 

 

$

21,828

 

 

$

21,563

 

EMEA(1)

 

 

12,011

 

 

 

11,894

 

 

 

11,035

 

Asia Pacific

 

 

6,750

 

 

 

6,757

 

 

 

6,470

 

Total revenues

 

$

42,440

 

 

$

40,479

 

 

$

39,068

 

 

(1)

Comprised of Europe, the Middle East and Africa  

 

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

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Applications cloud services and license support

 

$

12,612

 

 

$

11,712

 

 

$

11,015

 

Infrastructure cloud services and license support

 

 

17,562

 

 

 

16,988

 

 

 

16,377

 

Total cloud services and license support revenues

 

$

30,174

 

 

$

28,700

 

 

$

27,392

 

 

Geographic Information

Disclosed in the table below is geographic information for each country that comprised greater than three percent of our total revenues for any of fiscal 2022, 2021 or 2020:

 

 

 

As of and for the Year Ended May 31,

 

 

 

2022

 

 

2021

 

 

2020

 

(in millions)

 

Revenues

 

 

Long-Lived

Assets(1)

 

 

Revenues

 

 

Long-Lived

Assets(1)

 

 

Revenues

 

 

Long-Lived

Assets(1)

 

United States

 

$

20,246

 

 

$

10,300

 

 

$

18,734

 

 

$

6,826

 

 

$

18,428

 

 

$

6,012

 

United Kingdom

 

 

2,335

 

 

 

805

 

 

 

2,110

 

 

 

685

 

 

 

1,904

 

 

 

472

 

Japan

 

 

1,847

 

 

 

788

 

 

 

1,988

 

 

 

650

 

 

 

1,977

 

 

 

655

 

Germany

 

 

1,799

 

 

 

813

 

 

 

1,744

 

 

 

561

 

 

 

1,510

 

 

 

418

 

Canada

 

 

1,347

 

 

 

298

 

 

 

1,281

 

 

 

199

 

 

 

1,162

 

 

 

169

 

Other countries

 

 

14,866

 

 

 

3,140

 

 

 

14,622

 

 

 

2,464

 

 

 

14,087

 

 

 

1,977

 

Total

 

$

42,440

 

 

$

16,144

 

 

$

40,479

 

 

$

11,385

 

 

$

39,068

 

 

$

9,703

 

 

(1)

Long-lived assets exclude goodwill, intangible assets, equity investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so.
v3.22.2
EARNINGS PER SHARE
 12 Months Ended
May 31, 2022
Earnings Per Share [Abstract]  
EARNINGS PER SHARE

15.

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:

 

 

 

Year Ended May 31,

 

(in millions, except per share data)

 

2022

 

 

2021

 

 

2020

 

Net income

 

$

6,717

 

 

$

13,746

 

 

$

10,135

 

Weighted average common shares outstanding

 

 

2,700

 

 

 

2,945

 

 

 

3,211

 

Dilutive effect of employee stock plans

 

 

86

 

 

 

77

 

 

 

83

 

Dilutive weighted average common shares outstanding

 

 

2,786

 

 

 

3,022

 

 

 

3,294

 

Basic earnings per share

 

$

2.49

 

 

$

4.67

 

 

$

3.16

 

Diluted earnings per share

 

$

2.41

 

 

$

4.55

 

 

$

3.08

 

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

 

 

34

 

 

 

36

 

 

 

56

 

 

(1)

Substantially all of these weighted shares related to contingently issuable shares pursuant to PSO arrangements that could be dilutive in the future. See Note 12 for information regarding the exercise prices of our outstanding, unexercised stock options.
v3.22.2
LEGAL PROCEEDINGS
 12 Months Ended
May 31, 2022
Legal Proceedings [Abstract]  
LEGAL PROCEEDINGS

16.

LEGAL PROCEEDINGS

Hewlett-Packard Company Litigation

On June 15, 2011, Hewlett-Packard Company, now Hewlett Packard Enterprise Company (HP), filed a complaint in the California Superior Court, County of Santa Clara against Oracle Corporation alleging numerous causes of action including breach of contract, breach of the covenant of good faith and fair dealing, defamation, intentional interference with prospective economic advantage and violation of the California Unfair Business Practices Act. The complaint alleged that when Oracle announced on March 22 and 23, 2011 that it would no longer develop future versions of its software to run on HP’s Itanium-based servers, it breached a settlement agreement signed on September 20, 2010 (the HP Settlement Agreement), resolving litigation between HP and one of Oracle’s former CEOs who had previously acted as HP’s chief executive officer and chairman of HP’s board of directors. HP sought a judicial declaration of the parties’ rights and obligations under the HP Settlement Agreement and other equitable and monetary relief. Oracle answered the complaint and filed cross-claims.

After a bench trial on the meaning of the HP Settlement Agreement, the court found that the HP Settlement Agreement required Oracle to continue to develop certain of its software products for use on HP’s Itanium-based servers at no cost to HP. The case proceeded to a jury trial in May 2016. On June 30, 2016, the jury returned a verdict in favor of HP on its claims for breach of contract and breach of the implied covenant of good faith and fair dealing and against Oracle on its cross-claims. The jury awarded HP $3.0 billion in damages. Under the court’s rulings, HP is entitled to post-judgment interest, but not pre-judgment interest, on this award.

After the trial court denied Oracle’s motion for a new trial, Oracle filed a notice of appeal on January 17, 2017. On February 2, 2017, HP filed a notice of appeal of the trial court’s denial of pre-judgment interest. Oral argument was held on May 27, 2021. On June 14, 2021, the Court of Appeal affirmed both the judgment against Oracle noted above, and the denial of pre-judgment interest. On June 29, 2021, Oracle filed a Petition for Rehearing with the Court of Appeal, which was denied on July 8, 2021. On July 26, 2021, Oracle filed a Petition for Review with the California Supreme Court, which was denied on September 29, 2021.

During fiscal 2022, Oracle remitted the entirety of the $3.0 billion judgment and related $1.7 billion of accrued post-judgment interest and awarded costs and recorded such amounts as acquisition related and other expenses as presented per our consolidated statements of operations.

On January 27, 2022, Oracle filed a Petition for a Writ of Certiorari with the U.S. Supreme Court, which was denied on May 16, 2022. This matter is now concluded.

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

After plaintiff filed the July 18, 2017 complaint, an additional plaintiff joined the case. Plaintiffs filed several amended complaints, and filed their most recent amended complaint on December 11, 2020. The operative 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, and a hearing on this motion was held on February 16, 2021. 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.

Expert discovery has concluded. On December 23, 2021, the Board member defendant brought a motion for summary judgment, and on May 20, 2022, the court granted this motion in part and denied this motion in part.  This Board member remains a defendant in this case. Trial is scheduled to commence on July 18, 2022.

While Oracle continues to evaluate these claims, we do not believe this litigation will have a material impact on our financial position or results of operations.

Securities Class Action and Derivative Litigation Concerning Oracle’s Cloud Business

On August 10, 2018, a putative class action, brought by an alleged stockholder of Oracle, was filed in the U.S. District Court for the Northern District of California against us, our Chief Technology Officer, our then-two Chief Executive Officers, two other Oracle executives, and one former Oracle executive. As noted above, Mr. Hurd, one of our then-two Chief Executive Officers, passed away on October 18, 2019. On March 8, 2019, plaintiff filed an amended complaint. Plaintiff alleges that the defendants made or are responsible for false and misleading statements regarding Oracle’s cloud business. Plaintiff further alleges that the former Oracle executive engaged in insider trading. Plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees and costs, and unspecified declaratory/injunctive relief. On April 19, 2019, defendants moved to dismiss plaintiff’s amended complaint. On December 17, 2019, the court granted this motion, giving plaintiffs an opportunity to file an amended complaint, which plaintiff filed on February 17, 2020. On April 23, 2020, defendants filed a motion to dismiss, and the court held a hearing on this motion on September 24, 2020. On March 22, 2021, the court granted in part and denied in part this motion. The court dismissed the action as to one Oracle executive and the former Oracle executive. The court permitted plaintiff to proceed with only a narrow omissions theory against the remaining defendants. On April 21, 2021, defendants filed an answer to the complaint. On October 8, 2021, plaintiffs filed a motion for class certification, which the court granted on May 9, 2022. On May 23, 2022, defendants filed a petition in the Ninth Circuit Court of Appeals for permission to appeal the court’s order granting class certification, and plaintiffs filed an opposition on June 2, 2022. On June 3, 2022, the court “So Ordered” a stipulation by the parties, which vacated all dates in this case because the parties had reached an agreement to settle this action, subject to the court’s approval. On June 8, 2022, the Ninth Circuit Court of Appeals granted defendants’ unopposed motion to stay the petition for permission to appeal in light of the proposed settlement.

On February 12 and May 8, 2019, two stockholder derivative lawsuits were filed in the United States District Court for the Northern District of California. The cases were consolidated, and on July 8, 2019, a single plaintiff filed a consolidated complaint. The consolidated complaint brought various claims relating to the 10b-5 class action described immediately above. The parties agreed to stay the derivative case pending resolution of defendants’ motion to dismiss the securities case, which the court granted in part and denied in part on March 22, 2021.

Plaintiff filed an amended complaint on June 4, 2021. The derivative suit is brought by an alleged stockholder of Oracle, purportedly on Oracle’s behalf, against our Chief Technology Officer, our Chief Executive Officer, and the estate of Mark Hurd. Plaintiff claims that the alleged actions described in the class action discussed above caused harm to Oracle, and that defendants violated their fiduciary duties of candor, good faith, loyalty, and due care by

failing to prevent this alleged harm. Plaintiff also brings derivative claims for violations of federal securities laws. Plaintiffs seek a ruling that this case may proceed as a derivative action, a finding that defendants are liable for breaching their fiduciary duties, damages, an order directing defendants to enact corporate reforms, attorneys’ fees and costs, and unspecified relief. On June 14, 2021, the court “so ordered” a stipulation from the parties, staying this case pending resolution of the 10b-5 action.

While Oracle continues to evaluate these claims, we do not believe these matters will have a material impact on our financial position or results of operations.

Other Litigation

We are party to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.
v3.22.2
SUBSEQUENT EVENTS
 12 Months Ended
May 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

17.

SUBSEQUENT EVENTS

Acquisition of Cerner Corporation and Related Borrowings

On June 8, 2022, pursuant to the terms of the tender offer and applicable Delaware law, we acquired all of the outstanding shares of Cerner’s common stock and effectuated the merger of Cerner with and into a wholly-owned subsidiary of Oracle, and Cerner became an indirect, wholly-owned subsidiary of Oracle. The initial purchase accounting for this transaction has not yet been completed given the short period of time between the acquisition date and issuance of these consolidated financial statements and the financial results of Cerner will be included in our consolidated financial statements from the date of the acquisition. Refer to Note 2 above for more information about our acquisition of Cerner.

In connection with the acquisition of Cerner:

 

•

we borrowed $15.7 billion on June 8, 2022 pursuant to the Bridge Credit Agreement. The amount is due and payable in full on March 7, 2023 unless settled earlier pursuant to the terms of the Bridge Credit Agreement. Additional information with respect to the Bridge Credit Agreement is included in Note 7 above; and

 

•

we assumed $1.6 billion of senior notes and other borrowings, of which $1.5 billion were paid on June 8, 2022.
v3.22.2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
May 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Nature of Operations

Oracle Corporation provides products and services that substantially address all aspects of enterprise information technology (IT) environments, including applications and infrastructure technologies. We deliver our products and services to customers worldwide through a variety of flexible and interoperable IT deployment models, including cloud-based, Cloud@Customer (an instance of Oracle Cloud in the customer’s own data center), on-premise and hybrid models. Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings provide a comprehensive and integrated stack of applications and infrastructure services delivered via cloud-based deployment models that Oracle develops, deploys, hosts, upgrades, supports and manages for the customer. Customers may also elect to purchase Oracle software licenses and hardware products and related services to manage their own cloud-based or on-premise IT environments. Customers that purchase our software licenses may elect to purchase license support contracts, which provide our customers with rights to unspecified license upgrades and maintenance releases issued during the support period as well as technical support assistance. Customers that purchase our hardware products may elect to purchase hardware support contracts, which provide customers with software updates and can include product repairs, maintenance services, and technical support services. We also offer customers a broad set of services offerings that are designed to improve customer utilization of their investments in Oracle applications and infrastructure technologies.

Oracle Corporation conducts business globally and was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977.
Basis of Financial Statements

Basis of Financial Statements

The consolidated financial statements included our accounts and the accounts of our wholly- and majority-owned subsidiaries. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to Oracle’s stockholders for all periods presented. The noncontrolling interests in our net income were not significant to our consolidated results for the periods presented and therefore have not been presented separately and instead are included as a component of non-operating expenses or income, net in our consolidated statements of operations. Intercompany transactions and balances have been eliminated.

The comparability of our consolidated financial statements as of and for the year ended May 31, 2022 was impacted by $4.7 billion of certain litigation related charges that are more fully described in Note 16 below. The comparability of our consolidated financial statements for the year ended May 31, 2021 was impacted by a $2.3 billion net income tax benefit related to the partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights. Refer to Note 13 below for additional information regarding our income taxes.

In fiscal 2022, we adopted Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes; and ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, neither of which had a material impact to our consolidated financial statements for the year ended May 31, 2022.
Use of Estimates

Use of Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider the 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.
Revenue Recognition

Revenue Recognition

Our sources of revenues include:

 

•

cloud and license revenues, which include the sale of: cloud services and license support; and cloud licenses and on-premise licenses, which typically represent perpetual software licenses purchased by customers for use in both cloud and on-premise IT environments;

 

•

hardware revenues, which include the sale of hardware products, including Oracle Engineered Systems, servers, and storage products, and industry-specific hardware; and hardware support revenues; and

 

•

services revenues, which are earned from providing cloud-, license- and hardware-related services including consulting and advanced customer services.

License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option. License support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. License support contracts are generally priced as a percentage of the net cloud license and on-premise license fees. Substantially all of our customers elect to purchase and renew their license support contracts annually.

Cloud services revenues include revenues from Oracle Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, deploy, host, manage, upgrade and support and that customers access by entering into a subscription agreement with us for a stated period.

Cloud license and on-premise license revenues primarily represent amounts earned from granting customers perpetual licenses to use our database, middleware, application and industry-specific software products, which our customers use for cloud-based, on-premise and other IT environments. The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer’s option.

Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage, and industry-specific hardware. Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services. Hardware support contracts are generally priced as a percentage of the net hardware products fees.

Our services are offered to customers as standalone arrangements or as a part of arrangements to customers buying other products and services. Our consulting services are designed to help our customers to, among others, deploy, architect, integrate, upgrade and secure their investments in Oracle applications and infrastructure technologies. Our advanced customer services are designed to provide supplemental support services, performance services and higher availability for Oracle products and services.

We apply the provisions of ASC 606, Revenue From Contracts with Customers (ASC 606) as a single standard for revenue recognition that applies to all of our cloud, license, hardware and services arrangements and generally require revenues to be recognized upon the transfer of control of promised goods or services provided to our customers, reflecting the amount of consideration we expect to receive for those goods or services. Pursuant to ASC 606, revenues are recognized upon the application of the following steps:

 

•

identification of the contract, or contracts, with a customer;

 

•

identification of the performance obligations in the contract;

 

•

determination of the transaction price;

 

•

allocation of the transaction price to each performance obligation in the contract; and

 

•

recognition of revenues when, or as, the contractual performance obligations are satisfied.

Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators.

The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable, which is included within accounts receivable on our consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our consolidated balance sheets when revenues are to be recognized subsequent to cash collection for an invoice. Our standard payment terms are generally net 30 days but may vary. Invoices for cloud license and on-premise licenses and hardware products are generally issued when the license is made available for customer use or upon delivery to the customer of the hardware product. Invoices for license support and hardware support contracts are generally invoiced annually in advance. Cloud SaaS and cloud infrastructure contracts are generally invoiced annually, quarterly or monthly in advance. Services are generally invoiced in advance or as the services are performed. Most contracts that contain a financing component are contracts financed through our Oracle financing division. The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating expenses or income, net within our consolidated statements of operations based on market rates in the country in which the transaction is being financed.  

Our revenue arrangements generally include standard warranty or service level provisions that our arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenues net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Revenue Recognition for Cloud Services

Revenues from cloud services provided on a subscription basis are generally recognized ratably over the contractual period that the cloud services are delivered, beginning on the date our service is made available to a customer. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services that are provided on a consumption basis, such as metered services, are generally recognized based on the utilization of the services by the customer.

Revenue Recognition for License Support and Hardware Support

Oracle’s primary performance obligations with respect to license support contracts and hardware support contracts are to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period, if and when they are available, and hardware product repairs, as applicable. Oracle is obligated to make the license and hardware support services

available continuously throughout the contract period. Therefore, revenues for license support contracts and hardware support contracts are generally recognized ratably over the contractual periods that the support services are provided.  

Revenue Recognition for Cloud Licenses and On-Premise Licenses

Revenues from distinct cloud license and on-premise license performance obligations are generally recognized upfront at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. For usage-based royalty arrangements with a fixed minimum guarantee amount, the minimum amount is generally recognized upfront when the software is made available to the royalty customer.

Revenue Recognition for Hardware Products

The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered and ownership is transferred to the customer.

Revenue Recognition for Services

Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed.

Allocation of the Transaction Price for Contracts that have Multiple Performance Obligations

Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (SSP) for each performance obligation within each contract.

We use judgment in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as the vast majority of all customers elect to purchase license support contracts at the time of a cloud license and on-premise license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to access the license. We are unable to establish the SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is generally determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues.

Remaining Performance Obligations from Customer Contracts

Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our consolidated balance sheets as of May 31, 2022 and 2021. The amount of revenues recognized during the year ended May 31, 2022 and 2021, respectively, that were included in the opening deferred revenues balance as of May 31, 2021 and 2020, respectively, was approximately $8.8 billion and $8.0 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial during each year ended May 31, 2022, 2021 and 2020.  

Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. The volumes and amounts of customer contracts that we book and total revenues that we recognize are impacted by a variety of seasonal factors. In each fiscal year, the amounts and volumes of contracting activity and our total revenues are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. These seasonal impacts influence how our remaining performance obligations change over time and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that we report at a point in time. As of May 31, 2022, our remaining performance obligations were $46.6 billion, approximately 57% of which we expect to recognize as revenues over the next twelve months, 32% over the subsequent month 13 to month 36, and the remainder thereafter.
Sales of Financing Receivables

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. During fiscal 2022, 2021 and 2020, $1.8 billion, $1.7 billion and $1.5 billion, respectively, of our financing receivables were sold to financial institutions.
Business Combinations

Business Combinations

We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business

combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statement of operations in the period in which the liability is incurred. Abandoned operating leases related to an acquired company or our internal operations are accounted for as Right-of-Use (ROU) asset impairment charges pursuant to ASC 842, Leases and are accounted for separately from the business combination. In all periods presented, when estimating the asset impairment charges, assumptions were applied regarding estimated sub-lease payments to be received, which can differ from actual results. This may require us to revise our initial estimates which may affect our results of operations and financial position in the period the revision is made.

For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.

In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.
Marketable and Non-Marketable Investments

Marketable and Non-Marketable Investments

In accordance with ASC 320, Investments—Debt Securities, and based on our intentions regarding these instruments, we classify substantially all of our marketable debt securities investments as available-for-sale. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for any unrealized losses determined to be related to credit losses, which we record within non-operating expenses or income, net in the accompanying consolidated statements of operations. We periodically evaluate our investments to determine if impairment charges are required. Substantially all of our marketable debt securities investments are classified as current based on the nature of the investments and their availability for use in current operations.

Investments in equity securities, other than any equity method investments, are generally recorded at their fair values, if the fair values are readily determinable. Non-marketable equity securities where we do not have control of, nor significant influence in, the investee are recorded at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer with any gains or losses recorded as a component of non-operating expenses or income, net as of and for each reporting period. For investments through which we have significant influence in, but not control of, the investee, we account for such investments pursuant to the equity method of accounting whereby we record our proportionate share of the investee’s earnings or losses, amortization of differences between our investment basis and the proportional book equity of the investee, and impairment, if any, as a component of non-operating expenses or income, net for each reporting period.

Our non-marketable debt investments and equity securities and related instruments totaled $1.2 billion and $971 million as of May 31, 2022 and 2021, respectively, are subject to periodic impairment reviews and are generally classified as a part of non-current assets in the accompanying consolidated balance sheets. Certain of these instruments are adjusted for observable price changes from orderly transactions. The substantial majority of the non-marketable debt investments and equity securities and related instruments held as of May 31, 2022 and 2021 were with a related party entity for which we follow the equity method of accounting. We are also a counterparty to certain options to acquire additional equity interests in that entity at various times through December 2023 and we could obtain control of that entity should such options be exercised.

We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available-for-sale.
Fair Value of Financial Instruments

Fair Values of Financial Instruments

We apply the provisions of ASC 820, Fair Value Measurement (ASC 820), to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards, including our investments in marketable debt and equity securities and our derivative financial instruments.

The additional disclosures regarding our fair value measurements are included in Note 4.

Allowances for Credit Losses

Allowances for Credit Losses

We record allowances for credit losses based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable, the collection history associated with the geographic region that the receivable was recorded in and current and expected future economic conditions. We write-off a receivable and charge it against its recorded allowance when we have exhausted our collection efforts without success.
Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, derivatives and trade receivables. Our cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. Investment policies have been implemented that limit purchases of marketable debt securities to investment-grade securities. Our derivative contracts are transacted with various financial institutions with high credit standings and any exposure to counterparty credit-related losses in these contracts is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair values of these contracts fluctuate from contractually established thresholds. We generally do not require collateral to secure accounts receivable. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. No single customer accounted for 10% or more of our total revenues in fiscal 2022, 2021 or 2020.

We outsource the manufacturing, assembly and delivery of the substantial majority of our hardware products to a variety of companies, many of which are located outside the U.S. Further, we have simplified our supply chain processes by reducing the number of third-party manufacturing partners and the number of locations where these third-party manufacturers build our hardware products. Any inability of these third-party manufacturing partners to deliver the contracted services for our hardware products could adversely impact future operating results of our cloud and license and hardware businesses.

Inventories

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. We evaluate our ending inventories for estimated excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future

demand within specific time horizons (generally six to nine months). Inventories in excess of future demand are written down and charged to hardware expenses. In addition, we assess the impact of changing technology to our inventories and we write down inventories that are considered obsolete. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventories are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $314 million and $142 million at May 31, 2022 and 2021, respectively.
Other Receivables

Other Receivables

Other receivables represent value-added tax and sales tax receivables associated with the sale of our products and services to third parties. Other receivables are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $791 million and $798 million at May 31, 2022 and 2021, respectively.
Deferred Sales Commissions

Deferred Sales Commissions

We defer sales commissions earned by our sales force that are considered to be incremental and recoverable costs of obtaining a cloud, license support and hardware support contract. Initial sales commissions for the majority of these aforementioned contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be four years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Sales commissions for renewal contracts relating to certain of our cloud-based arrangements are generally deferred and then amortized on a straight-line basis over the related contractual renewal period, which is generally one to three years. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in our consolidated statements of operations and asset balances for deferred sales commissions are included in other current assets and other non-current assets in our consolidated balance sheets.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the assets, which range from one to 40 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not recognize any significant property impairment charges in fiscal 2022, 2021 or 2020.
Goodwill, Intangible Assets and Impairment Assessments

Goodwill, Intangible Assets and Impairment Assessments

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are itemized in Note 6 below and are amortized over their useful lives, which generally range from one to 10 years. Each period we evaluate the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

The carrying amounts of our goodwill and intangible assets are periodically reviewed for impairment (at least annually for goodwill and indefinite lived intangible assets) and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. When goodwill is assessed for impairment, we have the option to perform an assessment of qualitative factors of impairment (optional assessment) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors considered for a reporting unit include: cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors; industry and market considerations; macroeconomic conditions; and other relevant events and factors affecting the reporting unit. If we determine in

the qualitative assessment that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. To determine the fair value of each reporting unit we utilize estimates, judgments and assumptions including estimated future cash flows the reporting unit is expected to generate on a discounted basis; the discount rate used as a part of the discounted cash flow analysis; future economic and market conditions; and market comparables of peer companies, among others. If, as per the quantitative test, the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Our most recent goodwill impairment analysis was performed on March 1, 2022 and did not result in a goodwill impairment charge. We did not recognize impairment charges in fiscal 2021 or 2020.

Recoverability of finite lived intangible assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows that are expected to be generated by the lowest level associated asset grouping. Recoverability of indefinite lived intangible assets is measured by comparison of the carrying amount of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. We did not recognize any intangible asset impairment charges in fiscal 2022, 2021 or 2020. At least annually, we assess the useful lives of our finite lived intangible assets and may adjust the period over which these assets are amortized whenever events or changes in circumstances indicate that a shorter amortization period is more reflective of the period in which these assets contribute to our cash flows.

Derivative Financial Instruments

Derivative Financial Instruments

During fiscal 2022, 2021 and 2020, we used derivative financial instruments to manage foreign currency and interest rate risks. We do not use derivative financial instruments for trading purposes. We account for these instruments in accordance with ASC 815, Derivatives and Hedging (ASC 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of each reporting date. ASC 815 also requires that changes in our derivatives’ fair values be recognized in earnings, unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges).

The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated as a fair value hedge, loss or gain attributable to the risk being hedged is recognized in earnings in the period of change with a corresponding earnings offset recorded to the item for which the risk is being hedged.
Leases

Leases

We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. ROU assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year.

ROU assets related to our operating leases are included in other non-current assets, short-term operating lease liabilities are included in other current liabilities, and long-term operating lease liabilities are included in other non-current liabilities in our consolidated balance sheets. Cash flow movements related to our lease activities are included in prepaid expenses and other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our consolidated statements of cash flows for the years ended May 31, 2022 and 2021. Note 10 below provides additional information regarding our leases.

Leases

We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of May 31, 2022, our operating leases substantially have remaining terms of one year to eleven years, some of which include options to extend and/or terminate the leases.

Operating lease expenses totaled $766 million, net of sublease income of $12 million in fiscal 2022 and $654 million, net of sublease income of $13 million in fiscal 2021. At May 31, 2022, ROU assets, current lease liabilities and non-current lease liabilities for our operating leases were $3.5 billion, $727 million and $2.9 billion, respectively. We recorded ROU assets of $1.9 billion in exchange for operating lease obligations during the year ended May 31, 2022. Cash paid for amounts included in the measurement of operating lease liabilities was $808 million and $696 million for the year ended May 31, 2022 and 2021, respectively. As of May 31, 2022, the weighted average remaining lease term for operating leases was approximately seven years and the weighted average discount rate used for calculating operating lease obligations was 2.9%. As of May 31, 2022, we have $4.1 billion of additional operating lease commitments, primarily for data centers, that are expected to commence in fiscal 2023 for terms of one to fifteen years that were not reflected on our consolidated balance sheet as of May 31, 2022 or in the maturities table below.

Maturities of operating lease liabilities were as follows as of May 31, 2022 (in millions):

 

Fiscal 2023

 

$

763

 

Fiscal 2024

 

 

642

 

Fiscal 2025

 

 

578

 

Fiscal 2026

 

 

524

 

Fiscal 2027

 

 

415

 

Thereafter

 

 

1,159

 

Total operating lease payments

 

 

4,081

 

Less: imputed interest

 

 

(423

)

Total operating lease liability

 

$

3,658

 

 
Legal and Other Contingencies

Legal and Other Contingencies

We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. Descriptions of our accounting policies associated with contingencies assumed as a part of a business combination are provided under “Business Combinations” above. For legal and other contingencies that are not a part of a business combination or related to income taxes, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 16 below provides additional information regarding certain of our legal contingencies.
Foreign Currency

Foreign Currency

We transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Consequently, revenues and expenses of operations outside the U.S. are translated into U.S. Dollars using weighted-average exchange rates while assets and liabilities of operations outside the U.S. are translated into U.S. Dollars using exchange rates at the balance sheet dates. The effects of foreign currency translation adjustments are substantially included in stockholders’ equity as a component of AOCL in the accompanying consolidated balance sheets and related periodic movements are summarized as a line item in our consolidated statements of comprehensive income. Net foreign exchange transaction losses included in non-operating expenses or income, net in the accompanying consolidated statements of operations were $199 million, $112 million and $185 million in fiscal 2022, 2021 and 2020, respectively.
Stock-Based Compensation

Stock-Based Compensation

We account for share-based payments to employees, including grants of service-based restricted stock unit awards, service-based employee stock options, performance-based stock options (PSOs), and purchases under employee stock purchase plans in accordance with ASC 718, Compensation—Stock Compensation, which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. We account for forfeitures of stock-based awards as they occur.

For our service-based stock awards, we recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally four years.

For our PSOs, we recognize stock-based compensation expense on a straight-line basis related to awards that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement, or (b) derived service period for market-based metric achievement. During our interim and annual reporting periods, stock-based compensation expense is recorded based on expected attainment of performance targets. Changes in our estimates of the expected attainment of performance targets that result in a change in the number of shares that are expected to vest, or changes in our estimates of implicit service periods, may cause the amount of stock-based compensation expense that we record for each interim reporting period to vary. Any changes in estimates that impact our expectation of the number of shares that are expected to vest are reflected in the amount of stock-based compensation expense that we recognize for each PSO tranche on a cumulative catch up basis during each interim reporting period in which such estimates are altered. Changes in estimates of the implicit service periods are recognized prospectively.

We record deferred tax assets for stock-based compensation awards that result in deductions on certain of our income tax returns based on the amount of stock-based compensation recognized in each reporting period and the fair values attributable to the vested portion of stock awards assumed in connection with a business combination at the statutory tax rates in the jurisdictions that we are able to recognize such tax deductions. The impacts of the actual tax deductions for stock-based awards that are realized in these jurisdictions are generally recognized in the reporting period that a restricted stock-based award vests or a stock option is exercised with any shortfall/windfall relative to the deferred tax asset established recorded as a discrete detriment/benefit to our provision for income taxes in such period. Note 12 below provides additional information regarding our stock-based compensation plans and related expenses.

Advertising

Advertising

Substantially all advertising costs are expensed as incurred. Advertising expenses, which were included within sales and marketing expenses, were $273 million, $202 million and $178 million in fiscal 2022, 2021 and 2020, respectively.
Research and Development Costs and Software Development Costs

Research and Development Costs and Software Development Costs

All research and development costs are expensed as incurred in accordance with ASC 730, Research and Development. Software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software, were not material to our consolidated financial statements in fiscal 2022, 2021 and 2020.
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. For fiscal 2022, acquisition related and other expenses included certain litigation related charges that we generally do not expect to recur as further described in Note 16 below.

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Transitional and other employee related costs

 

$

10

 

 

$

5

 

 

$

12

 

Business combination adjustments, net

 

 

9

 

 

 

4

 

 

 

(7

)

Other, net

 

 

4,694

 

 

 

129

 

 

 

51

 

Total acquisition related and other expenses

 

$

4,713

 

 

$

138

 

 

$

56

 
Non-Operating (Expenses) Income, net

Non-Operating (Expenses) Income, net

Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net gains and losses related to equity investments including losses attributable to equity method investments 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.

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Interest income

 

$

94

 

 

$

101

 

 

$

527

 

Foreign currency losses, net

 

 

(199

)

 

 

(112

)

 

 

(185

)

Noncontrolling interests in income

 

 

(184

)

 

 

(180

)

 

 

(164

)

(Losses) gains in equity investments, net

 

 

(147

)

 

 

262

 

 

 

—

 

Other (losses) gains, net

 

 

(86

)

 

 

211

 

 

 

(16

)

Total non-operating (expenses) income, net

 

$

(522

)

 

$

282

 

 

$

162

 

 

 
Income Taxes

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes (ASC 740). Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likely than not to be realized.

A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations.

A description of our accounting policies associated with tax related contingencies and valuation allowances assumed as a part of a business combination is provided under “Business Combinations” above.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

Financial Instruments: In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and also issued subsequent amendments to the initial guidance (collectively, Topic 848). Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. We will adopt Topic 848 when our relevant contracts are modified upon transition to alternative reference rates and expect this to occur through December 31, 2022. We do not expect our adoption of Topic 848 to have a material impact on our consolidated financial statements.

Fair Value Measurements

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

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

 

•

Level 1: quoted prices in active markets for identical assets or liabilities;

 

•

Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

 

•

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.
Stock-Based Compensation Expense and Valuations of Stock Awards

We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends.

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.
v3.22.2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
May 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Acquisition Related and Other Expenses

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Transitional and other employee related costs

 

$

10

 

 

$

5

 

 

$

12

 

Business combination adjustments, net

 

 

9

 

 

 

4

 

 

 

(7

)

Other, net

 

 

4,694

 

 

 

129

 

 

 

51

 

Total acquisition related and other expenses

 

$

4,713

 

 

$

138

 

 

$

56

 
Non-Operating (Expenses) Income, net

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Interest income

 

$

94

 

 

$

101

 

 

$

527

 

Foreign currency losses, net

 

 

(199

)

 

 

(112

)

 

 

(185

)

Noncontrolling interests in income

 

 

(184

)

 

 

(180

)

 

 

(164

)

(Losses) gains in equity investments, net

 

 

(147

)

 

 

262

 

 

 

—

 

Other (losses) gains, net

 

 

(86

)

 

 

211

 

 

 

(16

)

Total non-operating (expenses) income, net

 

$

(522

)

 

$

282

 

 

$

162

 
v3.22.2
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables)
 12 Months Ended
May 31, 2022
Cash Cash Equivalents And Short Term Investments [Abstract]  
Cash, Cash Equivalents and Marketable Securities

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Money market funds

 

$

12,842

 

 

$

12,263

 

Time deposits and other

 

 

520

 

 

 

9,470

 

Commercial paper debt securities

 

 

—

 

 

 

11,712

 

Total investments

 

$

13,362

 

 

$

33,445

 

Investments classified as cash equivalents

 

$

12,843

 

 

$

16,989

 

Investments classified as marketable securities

 

$

519

 

 

$

16,456

 
v3.22.2
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
May 31, 2022
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

 

 

May 31, 2022

 

 

May 31, 2021

 

 

 

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

 

$

12,842

 

 

$

—

 

 

$

12,842

 

 

$

12,263

 

 

$

—

 

 

$

12,263

 

Time deposits and other

 

 

240

 

 

 

280

 

 

 

520

 

 

 

1,250

 

 

 

8,220

 

 

 

9,470

 

Commercial paper debt securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11,712

 

 

 

11,712

 

Derivative financial instruments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

73

 

 

 

73

 

Total assets

 

$

13,082

 

 

$

280

 

 

$

13,362

 

 

$

13,513

 

 

$

20,005

 

 

$

33,518

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

—

 

 

$

97

 

 

$

97

 

 

$

—

 

 

$

—

 

 

$

—

 
v3.22.2
PROPERTY, PLANT AND EQUIPMENT (Tables)
 12 Months Ended
May 31, 2022
Property Plant And Equipment [Abstract]  
Property, Plant and Equipment

 

 

 

Estimated

 

May 31,

 

(Dollars in millions)

 

Useful Life

 

2022

 

 

2021

 

Computer, network, machinery and equipment

 

1-5 years

 

$

12,844

 

 

$

9,508

 

Buildings and improvements

 

1-40 years

 

 

4,729

 

 

 

4,734

 

Furniture, fixtures and other

 

5-15 years

 

 

423

 

 

 

454

 

Land

 

—

 

 

1,166

 

 

 

871

 

Construction in progress

 

—

 

 

512

 

 

 

233

 

Total property, plant and equipment

 

1-40 years

 

 

19,674

 

 

 

15,800

 

Accumulated depreciation

 

 

 

 

(9,958

)

 

 

(8,751

)

Total property, plant and equipment, net

 

 

 

$

9,716

 

 

$

7,049

 
v3.22.2
INTANGIBLE ASSETS AND GOODWILL (Tables)
 12 Months Ended
May 31, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets

 

 

Intangible Assets, Gross

 

 

Accumulated Amortization

 

 

Intangible Assets, Net

 

 

Weighted

Average

Useful

Life(2)

 

(Dollars in millions)

 

May 31,

2021

 

 

Additions &

Adjustments, net (1)

 

 

Retirements

 

 

May 31,

2022

 

 

May 31,

2021

 

 

Expense

 

 

Retirements

 

 

May 31,

2022

 

 

May 31,

2021

 

 

May 31,

2022

 

 

 

Developed technology

 

$

4,237

 

 

$

165

 

 

$

(436

)

 

$

3,966

 

 

$

(3,621

)

 

$

(475

)

 

$

436

 

 

$

(3,660

)

 

$

616

 

 

$

306

 

 

 

3

 

Cloud services and license support agreements and related relationships

 

 

5,497

 

 

 

(5

)

 

 

(232

)

 

 

5,260

 

 

 

(3,834

)

 

 

(592

)

 

 

232

 

 

 

(4,194

)

 

 

1,663

 

 

 

1,066

 

 

N/A

 

Other

 

 

1,269

 

 

 

—

 

 

 

(48

)

 

 

1,221

 

 

 

(1,118

)

 

 

(83

)

 

 

48

 

 

 

(1,153

)

 

 

151

 

 

 

68

 

 

N/A

 

Total intangible assets, net

 

$

11,003

 

 

$

160

 

 

$

(716

)

 

$

10,447

 

 

$

(8,573

)

 

$

(1,150

)

 

$

716

 

 

$

(9,007

)

 

$

2,430

 

 

$

1,440

 

 

 

 

 

 

(1)

Amounts also included any changes in intangible asset balances for the periods presented that resulted from foreign currency translations.

(2)

Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2022.

 
Estimated Future Amortization Expenses Related to Intangible Assets

Fiscal 2023

 

$

750

 

Fiscal 2024

 

 

508

 

Fiscal 2025

 

 

148

 

Fiscal 2026

 

 

24

 

Fiscal 2027

 

 

6

 

Thereafter

 

 

4

 

Total intangible assets, net

 

$

1,440

 
Goodwill

(in millions)

 

Cloud and License

 

 

Hardware

 

 

Services

 

 

Total Goodwill, net

 

Balances as of May 31, 2020

 

$

39,637

 

 

$

2,367

 

 

$

1,765

 

 

$

43,769

 

Goodwill adjustments, net(1)

 

 

149

 

 

 

—

 

 

 

17

 

 

 

166

 

Balances as of May 31, 2021

 

 

39,786

 

 

 

2,367

 

 

 

1,782

 

 

 

43,935

 

Goodwill adjustments, net(1)

 

 

152

 

 

 

—

 

 

 

(276

)

 

 

(124

)

Balances as of May 31, 2022

 

$

39,938

 

 

$

2,367

 

 

$

1,506

 

 

$

43,811

 

 

(1)

Amounts include any changes in goodwill balances for the period presented that substantially resulted from foreign currency translations and, during fiscal 2022, the realignment of an operating segment component.

v3.22.2
NOTES PAYABLE AND OTHER BORROWINGS (Tables)
 12 Months Ended
May 31, 2022
Debt Disclosure [Abstract]  
Notes Payable and Other Borrowings

 

 

 

 

May 31,

 

 

 

 

2022

 

2021

(Amounts in millions)

 

Date of

Issuance

 

Amount

 

 

Effective

Interest

Rate

 

Amount

 

 

Effective

Interest

Rate

Fixed-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,500, 2.80%, due July 2021(1)

 

July 2014

 

$

—

 

 

N.A

 

$

1,500

 

 

2.82%

$4,250, 1.90%, due September 2021

 

July 2016

 

 

—

 

 

N.A

 

 

4,250

 

 

1.94%

$2,500, 2.50%, due May 2022

 

May 2015

 

 

—

 

 

N.A

 

 

2,500

 

 

2.56%

$2,500, 2.50%, due October 2022

 

October 2012

 

 

2,500

 

 

2.51%

 

 

2,500

 

 

2.51%

$1,250, 2.625%, due February 2023

 

November 2017

 

 

1,250

 

 

2.64%

 

 

1,250

 

 

2.64%

$1,000, 3.625%, due July 2023

 

July 2013

 

 

1,000

 

 

3.73%

 

 

1,000

 

 

3.73%

$2,500, 2.40%, due September 2023

 

July 2016

 

 

2,500

 

 

2.40%

 

 

2,500

 

 

2.40%

$2,000, 3.40%, due July 2024

 

July 2014

 

 

2,000

 

 

3.43%

 

 

2,000

 

 

3.43%

$2,000, 2.95%, due November 2024

 

November 2017

 

 

2,000

 

 

2.98%

 

 

2,000

 

 

2.98%

$3,500, 2.50%, due April 2025

 

April 2020

 

 

3,500

 

 

2.51%

 

 

3,500

 

 

2.51%

$2,500, 2.95%, due May 2025

 

May 2015

 

 

2,500

 

 

3.00%

 

 

2,500

 

 

3.00%

€750, 3.125%, due July 2025(2)(3)

 

July 2013

 

 

803

 

 

3.17%

 

 

916

 

 

3.17%

$2,750, 1.65%, due March 2026

 

March 2021

 

 

2,750

 

 

1.66%

 

 

2,750

 

 

1.66%

$3,000, 2.65%, due July 2026

 

July 2016

 

 

3,000

 

 

2.69%

 

 

3,000

 

 

2.69%

$2,250, 2.80%, due April 2027

 

April 2020

 

 

2,250

 

 

2.83%

 

 

2,250

 

 

2.83%

$2,750, 3.25%, due November 2027

 

November 2017

 

 

2,750

 

 

3.26%

 

 

2,750

 

 

3.26%

$2,000, 2.30%, due March 2028

 

March 2021

 

 

2,000

 

 

2.34%

 

 

2,000

 

 

2.34%

$3,250, 2.95%, due April 2030

 

April 2020

 

 

3,250

 

 

2.96%

 

 

3,250

 

 

2.96%

$500, 3.25%, due May 2030

 

May 2015

 

 

500

 

 

3.30%

 

 

500

 

 

3.30%

$3,250, 2.875%, due March 2031

 

March 2021

 

 

3,250

 

 

2.89%

 

 

3,250

 

 

2.89%

$1,750, 4.30%, due July 2034

 

July 2014

 

 

1,750

 

 

4.30%

 

 

1,750

 

 

4.30%

$1,250, 3.90%, due May 2035

 

May 2015

 

 

1,250

 

 

3.95%

 

 

1,250

 

 

3.95%

$1,250, 3.85%, due July 2036

 

July 2016

 

 

1,250

 

 

3.85%

 

 

1,250

 

 

3.85%

$1,750, 3.80%, due November 2037

 

November 2017

 

 

1,750

 

 

3.83%

 

 

1,750

 

 

3.83%

$1,250, 6.50%, due April 2038

 

April 2008

 

 

1,250

 

 

6.52%

 

 

1,250

 

 

6.52%

$1,250, 6.125%, due July 2039

 

July 2009

 

 

1,250

 

 

6.19%

 

 

1,250

 

 

6.19%

$3,000, 3.60%, due April 2040

 

April 2020

 

 

3,000

 

 

3.62%

 

 

3,000

 

 

3.62%

$2,250, 5.375%, due July 2040

 

July 2010

 

 

2,250

 

 

5.45%

 

 

2,250

 

 

5.45%

$2,250, 3.65%, due March 2041

 

March 2021

 

 

2,250

 

 

3.70%

 

 

2,250

 

 

3.70%

$1,000, 4.50%, due July 2044

 

July 2014

 

 

1,000

 

 

4.50%

 

 

1,000

 

 

4.50%

$2,000, 4.125%, due May 2045

 

May 2015

 

 

2,000

 

 

4.15%

 

 

2,000

 

 

4.15%

$3,000, 4.00%, due July 2046

 

July 2016

 

 

3,000

 

 

4.00%

 

 

3,000

 

 

4.00%

$2,250, 4.00%, due November 2047

 

November 2017

 

 

2,250

 

 

4.03%

 

 

2,250

 

 

4.03%

$4,500, 3.60%, due April 2050

 

April 2020

 

 

4,500

 

 

3.62%

 

 

4,500

 

 

3.62%

$3,250, 3.95%, due March 2051

 

March 2021

 

 

3,250

 

 

3.96%

 

 

3,250

 

 

3.96%

$1,250, 4.375%, due May 2055

 

May 2015

 

 

1,250

 

 

4.40%

 

 

1,250

 

 

4.40%

$3,500, 3.85%, due April 2060

 

April 2020

 

 

3,500

 

 

3.87%

 

 

3,500

 

 

3.87%

$1,500, 4.10%, due March 2061

 

March 2021

 

 

1,500

 

 

4.11%

 

 

1,500

 

 

4.11%

Other borrowings due August 2025

 

November 2016

 

 

113

 

 

3.53%

 

 

113

 

 

3.53%

Total senior notes and other borrowings

 

 

 

$

76,166

 

 

 

 

$

84,529

 

 

 

Unamortized discount/issuance costs

 

 

 

 

(284

)

 

 

 

 

(315

)

 

 

Hedge accounting fair value adjustments(1)(3)

 

 

 

 

(23

)

 

 

 

 

31

 

 

 

Total notes payable and other borrowings

 

 

 

$

75,859

 

 

 

 

$

84,245

 

 

 

Notes payable, current

 

 

 

$

3,749

 

 

 

 

$

8,250

 

 

 

Notes payable and other borrowings, non-current

 

 

 

$

72,110

 

 

 

 

$

75,995

 

 

 

 

(1)

We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges.

 

 

(2)

In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange.

(3)

In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges.
Future Principal Payments for all Borrowings

 

Fiscal 2023

 

$

3,750

 

Fiscal 2024

 

 

3,500

 

Fiscal 2025

 

 

10,000

 

Fiscal 2026

 

 

3,734

 

Fiscal 2027

 

 

5,250

 

Thereafter

 

 

50,000

 

Total

 

$

76,234

 
v3.22.2
RESTRUCTURING ACTIVITIES (Tables)
 12 Months Ended
May 31, 2022
Restructuring And Related Activities [Abstract]  
Summary of All Plans

Fiscal 2022 Activity

 

 

 

Accrued

May 31,

2021(2)

 

 

Year Ended May 31, 2022

 

 

Accrued

May 31,

2022(2)

 

 

Total

Costs

Accrued

to Date

 

 

Total

Expected

Program

Costs

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

 

 

 

 

Fiscal 2022 Oracle Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

—

 

 

$

90

 

 

$

(2

)

 

$

(52

)

 

$

(2

)

 

$

34

 

 

$

88

 

 

$

184

 

Hardware

 

 

—

 

 

 

11

 

 

 

—

 

 

 

(4

)

 

 

—

 

 

 

7

 

 

 

11

 

 

 

22

 

Services

 

 

—

 

 

 

16

 

 

 

—

 

 

 

(7

)

 

 

—

 

 

 

9

 

 

 

16

 

 

 

32

 

Other

 

 

—

 

 

 

105

 

 

 

3

 

 

 

(29

)

 

 

(69

)

 

 

10

 

 

 

108

 

 

 

154

 

Total Fiscal 2022 Oracle Restructuring Plan

 

$

—

 

 

$

222

 

 

$

1

 

 

$

(92

)

 

$

(71

)

 

$

60

 

 

$

223

 

 

$

392

 

Total other restructuring plans(6)

 

$

225

 

 

$

—

 

 

$

(32

)

 

$

(109

)

 

$

(13

)

 

$

71

 

 

 

 

 

 

 

 

 

Total restructuring plans

 

$

225

 

 

$

222

 

 

$

(31

)

 

$

(201

)

 

$

(84

)

 

$

131

 

 

 

 

 

 

 

 

 

 

Fiscal 2021 Activity

 

 

 

Accrued

May 31,

2020

 

 

Year Ended May 31, 2021

 

 

Accrued

May 31,

2021(2)

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

Fiscal 2019 Oracle Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

75

 

 

$

225

 

 

$

(22

)

 

$

(171

)

 

$

12

 

 

$

119

 

Hardware

 

 

14

 

 

 

39

 

 

 

(2

)

 

 

(34

)

 

 

(1

)

 

 

16

 

Services

 

 

27

 

 

 

54

 

 

 

(4

)

 

 

(56

)

 

 

3

 

 

 

24

 

Other

 

 

22

 

 

 

137

 

 

 

3

 

 

 

(110

)

 

 

5

 

 

 

57

 

Total Fiscal 2019 Oracle Restructuring Plan

 

$

138

 

 

$

455

 

 

$

(25

)

 

$

(371

)

 

$

19

 

 

$

216

 

Total other restructuring plans(6)

 

$

13

 

 

$

2

 

 

$

(1

)

 

$

(5

)

 

$

—

 

 

$

9

 

Total restructuring plans

 

$

151

 

 

$

457

 

 

$

(26

)

 

$

(376

)

 

$

19

 

 

$

225

 

 

Fiscal 2020 Activity

 

 

 

Accrued

May 31,

2019

 

 

Year Ended May 31, 2020

 

 

Accrued

May 31,

2020

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

Fiscal 2019 Oracle Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

72

 

 

$

140

 

 

$

(24

)

 

$

(112

)

 

$

(1

)

 

$

75

 

Hardware

 

 

18

 

 

 

28

 

 

 

(1

)

 

 

(31

)

 

 

—

 

 

 

14

 

Services

 

 

15

 

 

 

51

 

 

 

(2

)

 

 

(37

)

 

 

—

 

 

 

27

 

Other

 

 

108

 

 

 

59

 

 

 

10

 

 

 

(111

)

 

 

(44

)

 

 

22

 

Total Fiscal 2019 Oracle Restructuring Plan

 

$

213

 

 

$

278

 

 

$

(17

)

 

$

(291

)

 

$

(45

)

 

$

138

 

Total other restructuring plans(6)

 

$

49

 

 

$

—

 

 

$

(11

)

 

$

(8

)

 

$

(17

)

 

$

13

 

Total restructuring plans

 

$

262

 

 

$

278

 

 

$

(28

)

 

$

(299

)

 

$

(62

)

 

$

151

 

 

(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 May 31, 2022 and 2021, substantially all restructuring liabilities have been recorded in other current liabilities within our 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 consolidated statements of operations was not significant.
v3.22.2
DEFERRED REVENUES (Tables)
 12 Months Ended
May 31, 2022
Deferred Revenue Disclosure [Abstract]  
Deferred Revenues

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Cloud services and license support

 

$

7,406

 

 

$

7,728

 

Hardware

 

 

555

 

 

 

618

 

Services

 

 

360

 

 

 

399

 

Cloud license and on-premise license

 

 

36

 

 

 

30

 

Deferred revenues, current

 

 

8,357

 

 

 

8,775

 

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

 

 

753

 

 

 

679

 

Total deferred revenues

 

$

9,110

 

 

$

9,454

 
v3.22.2
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES (Tables)
 12 Months Ended
May 31, 2022
Leases Other Commitments And Certain Contingencies Disclosure [Abstract]  
Schedule of Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities were as follows as of May 31, 2022 (in millions):

 

Fiscal 2023

 

$

763

 

Fiscal 2024

 

 

642

 

Fiscal 2025

 

 

578

 

Fiscal 2026

 

 

524

 

Fiscal 2027

 

 

415

 

Thereafter

 

 

1,159

 

Total operating lease payments

 

 

4,081

 

Less: imputed interest

 

 

(423

)

Total operating lease liability

 

$

3,658

 

 
Unconditional Purchase and Certain Other Obligations

 

Fiscal 2023

 

$

4,090

 

Fiscal 2024

 

 

185

 

Fiscal 2025

 

 

133

 

Fiscal 2026

 

 

106

 

Fiscal 2027

 

 

83

 

Thereafter

 

 

192

 

Total

 

$

4,789

 
v3.22.2
STOCKHOLDERS' (DEFICIT) EQUITY (Tables)
 12 Months Ended
May 31, 2022
Stockholders Equity Note [Abstract]  
Accumulated Other Comprehensive Loss

The following table summarizes, as of each balance sheet date, the components of our AOCL, net of income taxes:

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Foreign currency translation losses

 

$

(1,482

)

 

$

(775

)

Unrealized losses on defined benefit plans, net

 

 

(210

)

 

 

(400

)

Total accumulated other comprehensive loss

 

$

(1,692

)

 

$

(1,175

)
v3.22.2
EMPLOYEE BENEFIT PLANS (Tables)
 12 Months Ended
May 31, 2022
Employee Benefits And Share Based Compensation [Abstract]  
Summary of Restricted Stock Based Award Activity

 

 

Restricted Stock-Based Awards Outstanding

 

(in millions, except fair value)

 

Number of

Shares

 

 

Weighted-Average

Grant Date Fair Value

 

Balance, May 31, 2019

 

 

99

 

 

$

43.01

 

Granted

 

 

50

 

 

$

53.38

 

Vested and issued

 

 

(34

)

 

$

42.67

 

Canceled

 

 

(14

)

 

$

46.81

 

Balance, May 31, 2020

 

 

101

 

 

$

48.36

 

Granted

 

 

54

 

 

$

54.95

 

Vested and issued

 

 

(34

)

 

$

46.88

 

Canceled

 

 

(11

)

 

$

50.40

 

Balance, May 31, 2021

 

 

110

 

 

$

51.87

 

Granted

 

 

65

 

 

$

85.07

 

Vested and issued

 

 

(38

)

 

$

50.52

 

Canceled

 

 

(9

)

 

$

63.25

 

Balance, May 31, 2022

 

 

128

 

 

$

68.34

 
Summary of Stock Option Activity

 

 

 

Options Outstanding

 

(in millions, except exercise price)

 

Shares Under

Stock Option

 

 

Weighted-Average

Exercise Price

 

Balance, May 31, 2019

 

 

222

 

 

$

37.78

 

Granted and assumed

 

 

—

 

 

$

—

 

Exercised

 

 

(44

)

 

$

33.18

 

Canceled

 

 

(2

)

 

$

44.76

 

Balance, May 31, 2020

 

 

176

 

 

$

38.86

 

Granted and assumed

 

 

—

 

 

$

—

 

Exercised

 

 

(52

)

 

$

32.05

 

Canceled

 

 

(17

)

 

$

51.02

 

Balance, May 31, 2021

 

 

107

 

 

$

40.14

 

Granted

 

 

—

 

 

$

—

 

Exercised

 

 

(10

)

 

$

34.34

 

Canceled

 

 

—

 

 

$

—

 

Balance, May 31, 2022

 

 

97

 

 

$

40.70

 

 

 

 

 

Outstanding

Stock Options

(in millions)

 

 

Weighted-Average

Exercise Price

 

 

Weighted-Average

Remaining Contract Term

(in years)

 

 

Aggregate

Intrinsic Value(1)

(in millions)

 

Vested

 

 

65

 

 

$

35.81

 

 

 

1.83

 

 

$

2,360

 

Expected to vest(2)

 

 

12

 

 

$

50.38

 

 

 

3.67

 

 

 

245

 

Total

 

 

77

 

 

$

37.97

 

 

 

2.10

 

 

$

2,605

 

 

(1)

The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2022 of $71.92 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects.

(2)

The unrecognized compensation expense calculated under the fair value method for shares expected to vest (unvested shares net of expected forfeitures) as of May 31, 2022 was approximately $190 million and is expected to be recognized over a weighted-average period of 2.98 years. Approximately 20 million shares outstanding as of May 31, 2022 were not expected to vest.
Stock-Based Compensation Expense

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Cloud services and license support

 

$

205

 

 

$

134

 

 

$

110

 

Hardware

 

 

15

 

 

 

11

 

 

 

11

 

Services

 

 

67

 

 

 

55

 

 

 

54

 

Sales and marketing

 

 

448

 

 

 

313

 

 

 

261

 

Research and development

 

 

1,633

 

 

 

1,188

 

 

 

1,035

 

General and administrative

 

 

245

 

 

 

136

 

 

 

119

 

Total stock-based compensation

 

 

2,613

 

 

 

1,837

 

 

 

1,590

 

Estimated income tax benefit included in provision for income taxes

 

 

(593

)

 

 

(413

)

 

 

(343

)

Total stock-based compensation, net of estimated income tax benefit

 

$

2,020

 

 

$

1,424

 

 

$

1,247

 
v3.22.2
INCOME TAXES (Tables)
 12 Months Ended
May 31, 2022
Income Tax Disclosure [Abstract]  
Geographical Breakdown of Income Before Income Taxes

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Domestic

 

$

(629

)

 

$

4,375

 

 

$

3,890

 

Foreign

 

 

8,278

 

 

 

8,624

 

 

 

8,173

 

Income before income taxes

 

$

7,649

 

 

$

12,999

 

 

$

12,063

 
Components of (Provision for) Benefit from Income Taxes

 

 

 

Year Ended May 31,

 

(Dollars in millions)

 

2022

 

 

2021

 

 

2020

 

Current provision:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(709

)

 

$

(516

)

 

$

(1,616

)

State

 

 

(186

)

 

 

(233

)

 

 

(19

)

Foreign

 

 

(1,183

)

 

 

(929

)

 

 

(1,144

)

Total current provision

 

$

(2,078

)

 

$

(1,678

)

 

$

(2,779

)

Deferred benefit:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

1,661

 

 

$

(8,631

)

 

$

983

 

State

 

 

139

 

 

 

77

 

 

 

(50

)

Foreign

 

 

(654

)

 

 

10,979

 

 

 

(82

)

Total deferred benefit

 

$

1,146

 

 

$

2,425

 

 

$

851

 

Total (provision for) benefit from income taxes

 

$

(932

)

 

$

747

 

 

$

(1,928

)

Effective income tax expense (benefit) rate

 

12.2%

 

 

(5.7%)

 

 

16.0%

 
Reconciliation of Differences Between Federal Statutory Tax Rate and Effective Tax Rate

 

 

 

Year Ended May 31,

 

(Dollars in millions)

 

2022

 

 

2021

 

 

2020

 

U.S. federal statutory tax rate

 

21.0%

 

 

21.0%

 

 

21.0%

 

Tax provision at statutory rate

 

$

(1,606

)

 

$

(2,730

)

 

$

(2,533

)

Foreign earnings at other than United States rates

 

 

536

 

 

 

580

 

 

 

496

 

Net impact of intra-entity IP transfer

 

 

—

 

 

 

2,266

 

 

 

—

 

State tax expense, net of federal benefit

 

 

(132

)

 

 

(206

)

 

 

(172

)

Settlements and releases from judicial decisions and statute expirations, net

 

 

263

 

 

 

582

 

 

 

137

 

Tax contingency interest accrual, net

 

 

(44

)

 

 

(55

)

 

 

(163

)

Domestic tax contingency, net

 

 

(441

)

 

 

(282

)

 

 

(58

)

Federal research and development credit

 

 

222

 

 

 

169

 

 

 

151

 

Stock-based compensation

 

 

263

 

 

 

300

 

 

 

166

 

Other, net

 

 

7

 

 

 

123

 

 

 

48

 

Total (provision for) benefit from income taxes

 

$

(932

)

 

$

747

 

 

$

(1,928

)
Components of Deferred Tax Liabilities and Assets

 

 

 

May 31,

 

(in millions)

 

2022

 

 

2021

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Accruals and allowances

 

$

493

 

 

$

452

 

Employee compensation and benefits

 

 

818

 

 

 

755

 

Differences in timing of revenue recognition

 

 

623

 

 

 

547

 

Lease liabilities

 

 

688

 

 

 

524

 

Basis of property, plant and equipment and intangible assets

 

 

11,362

 

 

 

12,161

 

Tax credit and net operating loss carryforwards

 

 

4,409

 

 

 

3,934

 

Other

 

 

141

 

 

 

—

 

Total deferred tax assets

 

 

18,534

 

 

 

18,373

 

Valuation allowance

 

 

(1,742

)

 

 

(1,526

)

Total deferred tax assets, net

 

 

16,792

 

 

 

16,847

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Unrealized gain on stock

 

 

(78

)

 

 

(78

)

Acquired intangible assets

 

 

(126

)

 

 

(266

)

GILTI deferred

 

 

(8,937

)

 

 

(9,883

)

ROU assets

 

 

(668

)

 

 

(488

)

Withholding taxes on foreign earnings

 

 

(232

)

 

 

(195

)

Other

 

 

—

 

 

 

(165

)

Total deferred tax liabilities

 

 

(10,041

)

 

 

(11,075

)

Net deferred tax assets

 

$

6,751

 

 

$

5,772

 

Recorded as:

 

 

 

 

 

 

 

 

Non-current deferred tax assets

 

$

12,782

 

 

$

13,636

 

Non-current deferred tax liabilities

 

 

(6,031

)

 

 

(7,864

)

Net deferred tax assets

 

$

6,751

 

 

$

5,772

 
Gross Unrecognized Tax Benefits, Including Acquisitions

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Gross unrecognized tax benefits as of June 1

 

$

6,912

 

 

$

6,972

 

 

$

6,348

 

Increases related to tax positions from prior fiscal years

 

 

66

 

 

 

225

 

 

 

624

 

Decreases related to tax positions from prior fiscal years

 

 

(24

)

 

 

(836

)

 

 

(298

)

Increases related to tax positions taken during current fiscal year

 

 

919

 

 

 

531

 

 

 

628

 

Settlements with tax authorities

 

 

(117

)

 

 

(51

)

 

 

(177

)

Lapses of statutes of limitation

 

 

(333

)

 

 

(66

)

 

 

(116

)

Cumulative translation adjustments and other, net

 

 

(139

)

 

 

137

 

 

 

(37

)

Total gross unrecognized tax benefits as of May 31

 

$

7,284

 

 

$

6,912

 

 

$

6,972

 
v3.22.2
SEGMENT INFORMATION (Tables)
 12 Months Ended
May 31, 2022
Segment Reporting [Abstract]  
Summary of Businesses Results

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

36,052

 

 

$

34,101

 

 

$

32,523

 

Cloud services and license support expenses

 

 

4,915

 

 

 

4,133

 

 

 

3,803

 

Sales and marketing expenses

 

 

7,054

 

 

 

6,799

 

 

 

7,159

 

Margin(2)

 

$

24,083

 

 

$

23,169

 

 

$

21,561

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

3,183

 

 

$

3,359

 

 

$

3,443

 

Hardware products and support expenses

 

 

944

 

 

 

945

 

 

 

1,084

 

Sales and marketing expenses

 

 

361

 

 

 

388

 

 

 

456

 

Margin(2)

 

$

1,878

 

 

$

2,026

 

 

$

1,903

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

3,205

 

 

$

3,021

 

 

$

3,106

 

Services expenses

 

 

2,539

 

 

 

2,393

 

 

 

2,656

 

Margin(2)

 

$

666

 

 

$

628

 

 

$

450

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

42,440

 

 

$

40,481

 

 

$

39,072

 

Expenses

 

 

15,813

 

 

 

14,658

 

 

 

15,158

 

Margin(2)

 

$

26,627

 

 

$

25,823

 

 

$

23,914

 

 

(1)

Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented.

(2)

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

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Total revenues for operating segments

 

$

42,440

 

 

$

40,481

 

 

$

39,072

 

Cloud and license revenues(1)

 

 

—

 

 

 

(2

)

 

 

(4

)

Total revenues

 

$

42,440

 

 

$

40,479

 

 

$

39,068

 
Reconciliation of Total Operating Segment Margin to Income before Income Taxes

 

Total margin for operating segments

 

$

26,627

 

 

$

25,823

 

 

$

23,914

 

Cloud and license revenues(1)

 

 

—

 

 

 

(2

)

 

 

(4

)

Research and development

 

 

(7,219

)

 

 

(6,527

)

 

 

(6,067

)

General and administrative

 

 

(1,317

)

 

 

(1,254

)

 

 

(1,181

)

Amortization of intangible assets

 

 

(1,150

)

 

 

(1,379

)

 

 

(1,586

)

Acquisition related and other

 

 

(4,713

)

 

 

(138

)

 

 

(56

)

Restructuring

 

 

(191

)

 

 

(431

)

 

 

(250

)

Stock-based compensation for operating segments

 

 

(735

)

 

 

(513

)

 

 

(436

)

Expense allocations and other, net

 

 

(376

)

 

 

(366

)

 

 

(438

)

Interest expense

 

 

(2,755

)

 

 

(2,496

)

 

 

(1,995

)

Non-operating (expenses) income, net

 

 

(522

)

 

 

282

 

 

 

162

 

Income before income taxes

 

$

7,649

 

 

$

12,999

 

 

$

12,063

 

 

(1)

Cloud and license revenues presented for management reporting for fiscal 2021 and fiscal 2020 included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. This table includes a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented.

Disaggregation of Revenue by Geography and Ecosystem

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Americas

 

$

23,679

 

 

$

21,828

 

 

$

21,563

 

EMEA(1)

 

 

12,011

 

 

 

11,894

 

 

 

11,035

 

Asia Pacific

 

 

6,750

 

 

 

6,757

 

 

 

6,470

 

Total revenues

 

$

42,440

 

 

$

40,479

 

 

$

39,068

 

 

(1)

Comprised of Europe, the Middle East and Africa  

 

 

 

Year Ended May 31,

 

(in millions)

 

2022

 

 

2021

 

 

2020

 

Applications cloud services and license support

 

$

12,612

 

 

$

11,712

 

 

$

11,015

 

Infrastructure cloud services and license support

 

 

17,562

 

 

 

16,988

 

 

 

16,377

 

Total cloud services and license support revenues

 

$

30,174

 

 

$

28,700

 

 

$

27,392

 

 
Geographic Information

 

 

As of and for the Year Ended May 31,

 

 

 

2022

 

 

2021

 

 

2020

 

(in millions)

 

Revenues

 

 

Long-Lived

Assets(1)

 

 

Revenues

 

 

Long-Lived

Assets(1)

 

 

Revenues

 

 

Long-Lived

Assets(1)

 

United States

 

$

20,246

 

 

$

10,300

 

 

$

18,734

 

 

$

6,826

 

 

$

18,428

 

 

$

6,012

 

United Kingdom

 

 

2,335

 

 

 

805

 

 

 

2,110

 

 

 

685

 

 

 

1,904

 

 

 

472

 

Japan

 

 

1,847

 

 

 

788

 

 

 

1,988

 

 

 

650

 

 

 

1,977

 

 

 

655

 

Germany

 

 

1,799

 

 

 

813

 

 

 

1,744

 

 

 

561

 

 

 

1,510

 

 

 

418

 

Canada

 

 

1,347

 

 

 

298

 

 

 

1,281

 

 

 

199

 

 

 

1,162

 

 

 

169

 

Other countries

 

 

14,866

 

 

 

3,140

 

 

 

14,622

 

 

 

2,464

 

 

 

14,087

 

 

 

1,977

 

Total

 

$

42,440

 

 

$

16,144

 

 

$

40,479

 

 

$

11,385

 

 

$

39,068

 

 

$

9,703

 

 

(1)

Long-lived assets exclude goodwill, intangible assets, equity investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so.
v3.22.2
EARNINGS PER SHARE (Tables)
 12 Months Ended
May 31, 2022
Earnings Per Share [Abstract]  
Earnings Per Share

 

 

 

Year Ended May 31,

 

(in millions, except per share data)

 

2022

 

 

2021

 

 

2020

 

Net income

 

$

6,717

 

 

$

13,746

 

 

$

10,135

 

Weighted average common shares outstanding

 

 

2,700

 

 

 

2,945

 

 

 

3,211

 

Dilutive effect of employee stock plans

 

 

86

 

 

 

77

 

 

 

83

 

Dilutive weighted average common shares outstanding

 

 

2,786

 

 

 

3,022

 

 

 

3,294

 

Basic earnings per share

 

$

2.49

 

 

$

4.67

 

 

$

3.16

 

Diluted earnings per share

 

$

2.41

 

 

$

4.55

 

 

$

3.08

 

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

 

 

34

 

 

 

36

 

 

 

56

 

 

(1)

Substantially all of these weighted shares related to contingently issuable shares pursuant to PSO arrangements that could be dilutive in the future. See Note 12 for information regarding the exercise prices of our outstanding, unexercised stock options.
v3.22.2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Narrative (Details) - USD ($)
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]      
Litigation related charges $ 4,700,000,000    
Total net tax benefit   $ 2,300,000,000  
Contract with Customer, Asset and Liability [Abstract]      
Revenues recognized included in opening deferred revenues balance 8,800,000,000 8,000,000,000.0  
Revenue, Performance Obligation [Abstract]      
Remaining performance obligation, amount 46,600,000,000    
Sales of Financing Receivables [Abstract]      
Sales of financing receivables 1,800,000,000 1,700,000,000 $ 1,500,000,000
Equity Securities, FV-NI and without Readily Determinable Fair Value [Abstract]      
Non-marketable debt instrument investments and equity securities and related instruments 1,200,000,000 971,000,000  
Inventory Net [Abstract]      
Total inventories 314,000,000 142,000,000  
Other Receivables [Narrative] [Abstract]      
Other receivables included in prepaid expenses and other current assets 791,000,000 798,000,000  
Goodwill, Intangible Assets and Impairment Assessments [Abstract]      
Goodwill impairment loss 0 0 0
Foreign Currency [Abstract]      
Net foreign exchange transaction losses included in non-operating expenses or income, net $ 199,000,000 112,000,000 185,000,000
Stock-Based Compensation [Abstract]      
Service period of award 4 years    
Advertising [Abstract]      
Advertising expenses $ 273,000,000 $ 202,000,000 $ 178,000,000
Minimum [Member]      
Property, Plant and Equipment [Abstract]      
Property, plant and equipment, estimated useful lives 1 year    
Goodwill, Intangible Assets and Impairment Assessments [Abstract]      
Finite lived intangible assets, useful life 1 year    
Maximum [Member]      
Property, Plant and Equipment [Abstract]      
Property, plant and equipment, estimated useful lives 40 years    
Goodwill, Intangible Assets and Impairment Assessments [Abstract]      
Finite lived intangible assets, useful life 10 years    
v3.22.2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Narrative (Details1)
May 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-06-01  
Revenue, Performance Obligation [Abstract]  
Remaining performance obligation, percentage 57.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-06-01  
Revenue, Performance Obligation [Abstract]  
Remaining performance obligation, percentage 32.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 2 years
v3.22.2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Acquisition Related and Other Expenses [Abstract]      
Transitional and other employee related costs $ 10 $ 5 $ 12
Business combination adjustments, net 9 4 (7)
Other, net 4,694 129 51
Total acquisition related and other expenses 4,713 138 56
Non-Operating (Expenses) Income, net [Abstract]      
Interest income 94 101 527
Foreign currency losses, net (199) (112) (185)
Noncontrolling interests in income (184) (180) (164)
(Losses) gains in equity investments, net (147) 262  
Other (losses) gains, net (86) 211 (16)
Total non-operating (expenses) income, net $ (522) $ 282 $ 162
v3.22.2
ACQUISITIONS Narrative (Details) - Cerner Corporation [Member] - USD ($)
$ / shares in Units, $ in Millions
Jun. 08, 2022
Jan. 19, 2022
Business Acquisition [Line Items]    
Merger agreement date   Jan. 19, 2022
Subsequent Event    
Business Acquisition [Line Items]    
Total preliminary purchase price $ 28,200  
Preliminary purchase price, in cash 28,200  
Fair values of restricted stock-based awards and stock options assumed 43  
Business combination, senior notes and other borrowings assumed 1,600  
Business combination, assumed senior notes and other borrowings, repaid $ 1,500  
Common Stock [Member]    
Business Acquisition [Line Items]    
Tender offer purchase share price   $ 95.00
v3.22.2
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Cash Cash Equivalents And Short Term Investments [Abstract]    
Money market funds $ 12,842 $ 12,263
Time deposits and other 520 9,470
Commercial paper debt securities 0 11,712
Total investments 13,362 33,445
Investments classified as cash equivalents 12,843 16,989
Investments classified as marketable securities $ 519 $ 16,456
v3.22.2
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Assets [Abstract]    
Derivative financial instruments $ 0 $ 73
Total assets 13,362 33,518
Liabilities [Abstract]    
Derivative financial instruments 97 0
Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 520 9,470
Commercial Paper Debt Securities [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 0 11,712
Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 12,842 12,263
Fair Value Measurements Using Input Types Level 1 [Member]    
Assets [Abstract]    
Derivative financial instruments 0 0
Total assets 13,082 13,513
Liabilities [Abstract]    
Derivative financial instruments 0 0
Fair Value Measurements Using Input Types Level 1 [Member] | Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 240 1,250
Fair Value Measurements Using Input Types Level 1 [Member] | Commercial Paper Debt Securities [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 0 0
Fair Value Measurements Using Input Types Level 1 [Member] | Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 12,842 12,263
Fair Value Measurements Using Input Types Level 2 [Member]    
Assets [Abstract]    
Derivative financial instruments 0 73
Total assets 280 20,005
Liabilities [Abstract]    
Derivative financial instruments 97 0
Fair Value Measurements Using Input Types Level 2 [Member] | Time Deposits and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 280 8,220
Fair Value Measurements Using Input Types Level 2 [Member] | Commercial Paper Debt Securities [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 0 11,712
Fair Value Measurements Using Input Types Level 2 [Member] | Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents $ 0 $ 0
v3.22.2
FAIR VALUE MEASUREMENTS Narrative (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Marketable security investments maturity information [Abstract]    
Total debt, carrying value $ 76,166 $ 84,529
Senior notes [Member]    
Marketable security investments maturity information [Abstract]    
Total debt, carrying value 75,900 84,200
Fair Value Measurements Using Input Types Level 2 [Member] | Senior notes [Member]    
Marketable security investments maturity information [Abstract]    
Total debt, fair value $ 67,000 $ 89,600
v3.22.2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
Property, Plant And Equipment [Line Items]    
Computer, network, machinery and equipment $ 12,844 $ 9,508
Buildings and improvements 4,729 4,734
Furniture, fixtures and other 423 454
Land 1,166 871
Construction in progress 512 233
Total property, plant and equipment 19,674 15,800
Accumulated depreciation (9,958) (8,751)
Total property, plant and equipment, net $ 9,716 $ 7,049
Minimum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 1 year  
Maximum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 40 years  
Computer, network, machinery and equipment | Minimum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 1 year  
Computer, network, machinery and equipment | Maximum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 5 years  
Buildings and improvements | Minimum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 1 year  
Buildings and improvements | Maximum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 40 years  
Furniture, fixtures and other | Minimum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 5 years  
Furniture, fixtures and other | Maximum    
Property, Plant And Equipment [Line Items]    
Estimated Useful Lives 15 years  
v3.22.2
INTANGIBLE ASSETS (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible Assets, Gross, Beginning of the period $ 11,003    
Additions & Adjustments, net [1] 160    
Retirements (716)    
Intangible Assets, Gross, Ending of the period 10,447 $ 11,003  
Accumulated Amortization, Beginning of the period (8,573)    
Expense (1,150) (1,379) $ (1,586)
Retirements 716    
Accumulated Amortization, Ending of the period (9,007) (8,573)  
Intangible Assets, Net 1,440 2,430  
Developed technology [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible Assets, Gross, Beginning of the period 4,237    
Additions & Adjustments, net [1] 165    
Retirements (436)    
Intangible Assets, Gross, Ending of the period 3,966 4,237  
Accumulated Amortization, Beginning of the period (3,621)    
Expense (475)    
Retirements 436    
Accumulated Amortization, Ending of the period (3,660) (3,621)  
Intangible Assets, Net $ 306 616  
Weighted Average Useful Life [2] 3 years    
Cloud services and license support agreements and related relationships [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible Assets, Gross, Beginning of the period $ 5,497    
Additions & Adjustments, net [1] (5)    
Retirements (232)    
Intangible Assets, Gross, Ending of the period 5,260 5,497  
Accumulated Amortization, Beginning of the period (3,834)    
Expense (592)    
Retirements 232    
Accumulated Amortization, Ending of the period (4,194) (3,834)  
Intangible Assets, Net 1,066 1,663  
Other [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible Assets, Gross, Beginning of the period 1,269    
Additions & Adjustments, net [1] 0    
Retirements (48)    
Intangible Assets, Gross, Ending of the period 1,221 1,269  
Accumulated Amortization, Beginning of the period (1,118)    
Expense (83)    
Retirements 48    
Accumulated Amortization, Ending of the period (1,153) (1,118)  
Intangible Assets, Net $ 68 $ 151  
[1] Amounts also included any changes in intangible asset balances for the periods presented that resulted from foreign currency translations.
[2] Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2022
v3.22.2
INTANGIBLE ASSETS AMORTIZATION (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Finite lived intangible assets future amortization expense [Abstract]    
Fiscal 2023 $ 750  
Fiscal 2024 508  
Fiscal 2025 148  
Fiscal 2026 24  
Fiscal 2027 6  
Thereafter 4  
Intangible Assets, Net $ 1,440 $ 2,430
v3.22.2
GOODWILL (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
Goodwill [Line Items]    
Balances at period start $ 43,935 $ 43,769
Goodwill adjustments, net [1] (124) 166
Balances at period end 43,811 43,935
Cloud and License [Member]    
Goodwill [Line Items]    
Balances at period start 39,786 39,637
Goodwill adjustments, net [1] 152 149
Balances at period end 39,938 39,786
Hardware [Member]    
Goodwill [Line Items]    
Balances at period start 2,367 2,367
Goodwill adjustments, net [1] 0 0
Balances at period end 2,367 2,367
Services [Member]    
Goodwill [Line Items]    
Balances at period start 1,782 1,765
Goodwill adjustments, net [1] (276) 17
Balances at period end $ 1,506 $ 1,782
[1] Amounts include any changes in goodwill balances for the period presented that substantially resulted from foreign currency translations and, during fiscal 2022, the realignment of an operating segment component.
v3.22.2
NOTES PAYABLE AND OTHER BORROWINGS (Details)
€ in Millions, $ in Millions
 12 Months Ended
May 31, 2022
USD ($)
May 31, 2022
EUR (€)
May 31, 2021
USD ($)
Jul. 10, 2013
EUR (€)
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 76,234      
Notes payable and other borrowings 76,166   $ 84,529  
Unamortized discount/issuance costs (284)   (315)  
Hedge accounting fair value adjustments [1],[2] (23)   31  
Total notes payable and other borrowings 75,859   84,245  
Notes payable, current 3,749   8,250  
Notes payable and other borrowings, non-current 72,110   75,995  
2.80% senior notes due July 2021 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value [2] $ 1,500      
Stated interest rate percentage 2.80% 2.80%    
Maturity date [2] Jul. 08, 2021      
Date of issuance [2] Jul. 08, 2014      
Notes payable and other borrowings [2]     $ 1,500  
Effective interest rate [2]     2.82%  
1.90% senior notes due September 2021 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 4,250      
Stated interest rate percentage 1.90% 1.90%    
Maturity date Sep. 15, 2021      
Date of issuance Jul. 07, 2016      
Notes payable and other borrowings     $ 4,250  
Effective interest rate     1.94%  
2.50% senior notes due May 2022 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,500      
Stated interest rate percentage 2.50% 2.50%    
Maturity date May 15, 2022      
Date of issuance May 05, 2015      
Notes payable and other borrowings     $ 2,500  
Effective interest rate     2.56%  
2.50% senior notes due October 2022 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,500      
Stated interest rate percentage 2.50% 2.50%    
Maturity date Oct. 15, 2022      
Date of issuance Oct. 25, 2012      
Notes payable and other borrowings $ 2,500   $ 2,500  
Effective interest rate 2.51% 2.51% 2.51%  
2.625% senior notes due February 2023 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,250      
Stated interest rate percentage 2.625% 2.625%    
Maturity date Feb. 15, 2023      
Date of issuance Nov. 09, 2017      
Notes payable and other borrowings $ 1,250   $ 1,250  
Effective interest rate 2.64% 2.64% 2.64%  
3.625% senior notes due July 2023 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,000      
Stated interest rate percentage 3.625% 3.625%    
Maturity date Jul. 23, 2023      
Date of issuance Jul. 16, 2013      
Notes payable and other borrowings $ 1,000   $ 1,000  
Effective interest rate 3.73% 3.73% 3.73%  
2.40% senior notes due September 2023 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,500      
Stated interest rate percentage 2.40% 2.40%    
Maturity date Sep. 15, 2023      
Date of issuance Jul. 07, 2016      
Notes payable and other borrowings $ 2,500   $ 2,500  
Effective interest rate 2.40% 2.40% 2.40%  
3.40% senior notes due July 2024 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,000      
Stated interest rate percentage 3.40% 3.40%    
Maturity date Jul. 08, 2024      
Date of issuance Jul. 08, 2014      
Notes payable and other borrowings $ 2,000   $ 2,000  
Effective interest rate 3.43% 3.43% 3.43%  
2.50% senior notes due April 2025 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,500      
Stated interest rate percentage 2.50% 2.50%    
Maturity date Apr. 01, 2025      
Date of issuance Apr. 01, 2020      
Notes payable and other borrowings $ 3,500   $ 3,500  
Effective interest rate 2.51% 2.51% 2.51%  
2.95% senior notes due May 2025 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,500      
Stated interest rate percentage 2.95% 2.95%    
Maturity date May 15, 2025      
Date of issuance May 05, 2015      
Notes payable and other borrowings $ 2,500   $ 2,500  
Effective interest rate 3.00% 3.00% 3.00%  
1.65% senior notes due March 2026 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,750      
Stated interest rate percentage 1.65% 1.65%    
Maturity date Mar. 25, 2026      
Date of issuance Mar. 31, 2021      
Notes payable and other borrowings $ 2,750   $ 2,750  
Effective interest rate 1.66% 1.66% 1.66%  
2.95% senior notes due November 2024 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,000      
Stated interest rate percentage 2.95% 2.95%    
Maturity date Nov. 15, 2024      
Date of issuance Nov. 09, 2017      
Notes payable and other borrowings $ 2,000   $ 2,000  
Effective interest rate 2.98% 2.98% 2.98%  
3.125% senior notes due July 2025 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value | €   € 750 [1],[3]   € 750
Stated interest rate percentage 3.125% 3.125%    
Maturity date [1],[3] Jul. 10, 2025      
Date of issuance [1],[3] Jul. 10, 2013      
Notes payable and other borrowings [1],[3] $ 803   $ 916  
Effective interest rate [1],[3] 3.17% 3.17% 3.17%  
2.65% senior notes due July 2026 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,000      
Stated interest rate percentage 2.65% 2.65%    
Maturity date Jul. 15, 2026      
Date of issuance Jul. 07, 2016      
Notes payable and other borrowings $ 3,000   $ 3,000  
Effective interest rate 2.69% 2.69% 2.69%  
2.80% senior notes due April 2027 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,250      
Stated interest rate percentage 2.80% 2.80%    
Maturity date Apr. 01, 2027      
Date of issuance Apr. 01, 2020      
Notes payable and other borrowings $ 2,250   $ 2,250  
Effective interest rate 2.83% 2.83% 2.83%  
3.25% senior notes due May 2030 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 500      
Stated interest rate percentage 3.25% 3.25%    
Maturity date May 15, 2030      
Date of issuance May 05, 2015      
Notes payable and other borrowings $ 500   $ 500  
Effective interest rate 3.30% 3.30% 3.30%  
2.30% senior notes due March 2028 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,000      
Stated interest rate percentage 2.30% 2.30%    
Maturity date Mar. 25, 2028      
Date of issuance Mar. 31, 2021      
Notes payable and other borrowings $ 2,000   $ 2,000  
Effective interest rate 2.34% 2.34% 2.34%  
4.30% senior notes due July 2034 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,750      
Stated interest rate percentage 4.30% 4.30%    
Maturity date Jul. 08, 2034      
Date of issuance Jul. 08, 2014      
Notes payable and other borrowings $ 1,750   $ 1,750  
Effective interest rate 4.30% 4.30% 4.30%  
3.25% senior notes due November 2027 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,750      
Stated interest rate percentage 3.25% 3.25%    
Maturity date Nov. 15, 2027      
Date of issuance Nov. 09, 2017      
Notes payable and other borrowings $ 2,750   $ 2,750  
Effective interest rate 3.26% 3.26% 3.26%  
2.95% senior notes due April 2030 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,250      
Stated interest rate percentage 2.95% 2.95%    
Maturity date Apr. 01, 2030      
Date of issuance Apr. 01, 2020      
Notes payable and other borrowings $ 3,250   $ 3,250  
Effective interest rate 2.96% 2.96% 2.96%  
3.90% senior notes due May 2035 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,250      
Stated interest rate percentage 3.90% 3.90%    
Maturity date May 15, 2035      
Date of issuance May 05, 2015      
Notes payable and other borrowings $ 1,250   $ 1,250  
Effective interest rate 3.95% 3.95% 3.95%  
3.85% senior notes due July 2036 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,250      
Stated interest rate percentage 3.85% 3.85%    
Maturity date Jul. 15, 2036      
Date of issuance Jul. 07, 2016      
Notes payable and other borrowings $ 1,250   $ 1,250  
Effective interest rate 3.85% 3.85% 3.85%  
2.875% senior notes due March 2031 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,250      
Stated interest rate percentage 2.875% 2.875%    
Maturity date Mar. 31, 2031      
Date of issuance Mar. 31, 2021      
Notes payable and other borrowings $ 3,250   $ 3,250  
Effective interest rate 2.89% 2.89% 2.89%  
6.50% senior notes due April 2038 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,250      
Stated interest rate percentage 6.50% 6.50%    
Maturity date Apr. 15, 2038      
Date of issuance Apr. 09, 2008      
Notes payable and other borrowings $ 1,250   $ 1,250  
Effective interest rate 6.52% 6.52% 6.52%  
6.125% senior notes due July 2039 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,250      
Stated interest rate percentage 6.125% 6.125%    
Maturity date Jul. 08, 2039      
Date of issuance Jul. 08, 2009      
Notes payable and other borrowings $ 1,250   $ 1,250  
Effective interest rate 6.19% 6.19% 6.19%  
5.375% senior notes due July 2040 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,250      
Stated interest rate percentage 5.375% 5.375%    
Maturity date Jul. 15, 2040      
Date of issuance Jul. 12, 2010      
Notes payable and other borrowings $ 2,250   $ 2,250  
Effective interest rate 5.45% 5.45% 5.45%  
3.80% senior notes due November 2037 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,750      
Stated interest rate percentage 3.80% 3.80%    
Maturity date Nov. 15, 2037      
Date of issuance Nov. 09, 2017      
Notes payable and other borrowings $ 1,750   $ 1,750  
Effective interest rate 3.83% 3.83% 3.83%  
4.50% senior notes due July 2044 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,000      
Stated interest rate percentage 4.50% 4.50%    
Maturity date Jul. 08, 2044      
Date of issuance Jul. 08, 2014      
Notes payable and other borrowings $ 1,000   $ 1,000  
Effective interest rate 4.50% 4.50% 4.50%  
4.125% senior notes due May 2045 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,000      
Stated interest rate percentage 4.125% 4.125%    
Maturity date May 15, 2045      
Date of issuance May 05, 2015      
Notes payable and other borrowings $ 2,000   $ 2,000  
Effective interest rate 4.15% 4.15% 4.15%  
4.00% senior notes due July 2046 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,000      
Stated interest rate percentage 4.00% 4.00%    
Maturity date Jul. 15, 2046      
Date of issuance Jul. 07, 2016      
Notes payable and other borrowings $ 3,000   $ 3,000  
Effective interest rate 4.00% 4.00% 4.00%  
3.60% senior notes due April 2040 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,000      
Stated interest rate percentage 3.60% 3.60%    
Maturity date Apr. 01, 2040      
Date of issuance Apr. 01, 2020      
Notes payable and other borrowings $ 3,000   $ 3,000  
Effective interest rate 3.62% 3.62% 3.62%  
4.375% senior notes due May 2055 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,250      
Stated interest rate percentage 4.375% 4.375%    
Maturity date May 15, 2055      
Date of issuance May 05, 2015      
Notes payable and other borrowings $ 1,250   $ 1,250  
Effective interest rate 4.40% 4.40% 4.40%  
3.65% senior notes due March 2041 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,250      
Stated interest rate percentage 3.65% 3.65%    
Maturity date Mar. 25, 2041      
Date of issuance Mar. 31, 2021      
Notes payable and other borrowings $ 2,250   $ 2,250  
Effective interest rate 3.70% 3.70% 3.70%  
4.00% senior notes due November 2047 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 2,250      
Stated interest rate percentage 4.00% 4.00%    
Maturity date Nov. 15, 2047      
Date of issuance Nov. 09, 2017      
Notes payable and other borrowings $ 2,250   $ 2,250  
Effective interest rate 4.03% 4.03% 4.03%  
3.60% senior notes due April 2050 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 4,500      
Stated interest rate percentage 3.60% 3.60%    
Maturity date Apr. 01, 2050      
Date of issuance Apr. 01, 2020      
Notes payable and other borrowings $ 4,500   $ 4,500  
Effective interest rate 3.62% 3.62% 3.62%  
3.85% senior notes due April 2060 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,500      
Stated interest rate percentage 3.85% 3.85%    
Maturity date Apr. 01, 2060      
Date of issuance Apr. 01, 2020      
Notes payable and other borrowings $ 3,500   $ 3,500  
Effective interest rate 3.87% 3.87% 3.87%  
3.95% senior notes due March 2051 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 3,250      
Stated interest rate percentage 3.95% 3.95%    
Maturity date Mar. 25, 2051      
Date of issuance Mar. 31, 2021      
Notes payable and other borrowings $ 3,250   $ 3,250  
Effective interest rate 3.96% 3.96% 3.96%  
4.10% senior notes due March 2061 [Member]        
Debt Instrument [Line Items]        
Senior notes and other borrowings, par value $ 1,500      
Stated interest rate percentage 4.10% 4.10%    
Maturity date Mar. 25, 2061      
Date of issuance Mar. 31, 2021      
Notes payable and other borrowings $ 1,500   $ 1,500  
Effective interest rate 4.11% 4.11% 4.11%  
Other borrowings due August 2025 [Member]        
Debt Instrument [Line Items]        
Date of issuance Nov. 07, 2016      
Notes payable and other borrowings $ 113   $ 113  
Effective interest rate 3.53% 3.53% 3.53%  
[1] In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges.
[2] We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges.
[3] In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange.
v3.22.2
NOTES PAYABLE AND OTHER BORROWINGS Narrative (Details)
€ in Millions
Mar. 08, 2022
USD ($)
May 31, 2022
USD ($)
May 31, 2022
EUR (€)
May 31, 2021
May 31, 2018
USD ($)
Jul. 10, 2013
EUR (€)
Debt Instrument [Line Items]            
Senior notes and other borrowings, par value   $ 76,234,000,000        
Debt outstanding   0        
Consolidated EBITDA to consolidated net interest expense ratio 3.0          
Revolving Credit Agreement [Member]            
Debt Instrument [Line Items]            
Revolving credit facility $ 6,000,000,000.0          
Revolving credit facility term 5 years          
Revolving credit facility, expiration date Mar. 08, 2027          
Bridge Credit Agreement [Member]            
Debt Instrument [Line Items]            
Revolving credit facility $ 15,700,000,000          
Revolving credit facility term 364 days          
Revolving credit facility, expiration date Mar. 07, 2023          
2013 Credit Agreement [Member]            
Debt Instrument [Line Items]            
Revolving credit facility   3,000,000,000.0        
Minimum [Member] | Revolving Credit Agreement [Member] | SOFR [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 0.875%          
Minimum [Member] | Revolving Credit Agreement [Member] | Base Rate [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 0.00%          
Minimum [Member] | Bridge Credit Agreement [Member] | SOFR [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 1.00%          
Minimum [Member] | Bridge Credit Agreement [Member] | Base Rate [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 0.00%          
Maximum [Member] | Revolving Credit Agreement [Member] | SOFR [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 1.50%          
Maximum [Member] | Revolving Credit Agreement [Member] | Base Rate [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 0.50%          
Maximum [Member] | Bridge Credit Agreement [Member] | SOFR [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 1.375%          
Maximum [Member] | Bridge Credit Agreement [Member] | Base Rate [Member]            
Debt Instrument [Line Items]            
Revolving credit facility, basis spread on variable rate 0.375%          
2.80% senior notes due July 2021 [Member]            
Debt Instrument [Line Items]            
Annual interest rate after the economic effect of the interest rate swaps       0.87%    
Senior notes and other borrowings, par value [1]   $ 1,500,000,000        
Effective interest rate [1]       2.82%    
3.125% senior notes due July 2025 [Member]            
Debt Instrument [Line Items]            
Senior notes and other borrowings, par value | €     € 750 [2],[3]     € 750
Effective interest rate [2],[3]   3.17% 3.17% 3.17%    
3.125% senior notes due July 2025 [Member] | Cross-currency interest rate swap agreements [Member]            
Debt Instrument [Line Items]            
Senior notes fixed principal amount         $ 871,000,000  
Effective interest rate   4.10% 4.10% 3.15%    
[1] We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges.
[2] In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange.
[3] In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges.
v3.22.2
FUTURE PRINCIPAL PAYMENTS FOR ALL BORROWINGS (Details)
$ in Millions
May 31, 2022
USD ($)
Principal Payments for All Borrowings [Abstract]  
Fiscal 2023 $ 3,750
Fiscal 2024 3,500
Fiscal 2025 10,000
Fiscal 2026 3,734
Fiscal 2027 5,250
Thereafter 50,000
Total $ 76,234
v3.22.2
RESTRUCTURING ACTIVITIES Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Restructuring reserve [Line Items]      
Restructuring expenses $ 191 $ 431 $ 250
Fiscal 2022 Oracle Restructuring [Member]      
Restructuring reserve [Line Items]      
Restructuring expenses 223    
Remaining expenses to incur $ 169    
Expected completion date May 31, 2024    
Fiscal 2022 Oracle Restructuring [Member] | Maximum [Member]      
Restructuring reserve [Line Items]      
Total estimated restructuring costs $ 392    
Fiscal 2019 Oracle Restructuring [Member]      
Restructuring reserve [Line Items]      
Restructuring expenses   430 $ 261
Restructuring and related costs recorded to date   $ 1,200  
v3.22.2
RESTRUCTURING ACTIVITIES (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Restructuring reserve [Line Items]      
Accrued at period start [2] $ 225 [1] $ 151 $ 262
Initial Costs [2],[3] 222 457 278
Adjustments to Cost [2],[4] (31) (26) (28)
Cash Payments [2] (201) (376) (299)
Others [2],[5] (84) 19 (62)
Accrued at period end [2] 131 [1] 225 [1] 151
Fiscal 2019 Oracle Restructuring [Member]      
Restructuring reserve [Line Items]      
Total Costs Accrued to Date   1,200  
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [1],[2] 0    
Initial Costs [2],[3] 222    
Adjustments to Cost [2],[4] 1    
Cash Payments [2] (92)    
Others [2],[5] (71)    
Accrued at period end [1],[2] 60 0  
Total Costs Accrued to Date [2] 223    
Total Expected Program Costs [2] 392    
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Other [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [1],[2] 0    
Initial Costs [2],[3] 105    
Adjustments to Cost [2],[4] 3    
Cash Payments [2] (29)    
Others [2],[5] (69)    
Accrued at period end [1],[2] 10 0  
Total Costs Accrued to Date [2] 108    
Total Expected Program Costs [2] 154    
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [1],[2] 0    
Initial Costs [2],[3] 90    
Adjustments to Cost [2],[4] (2)    
Cash Payments [2] (52)    
Others [2],[5] (2)    
Accrued at period end [1],[2] 34 0  
Total Costs Accrued to Date [2] 88    
Total Expected Program Costs [2] 184    
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [1],[2] 0    
Initial Costs [2],[3] 11    
Adjustments to Cost [2],[4] 0    
Cash Payments [2] (4)    
Others [2],[5] 0    
Accrued at period end [1],[2] 7 0  
Total Costs Accrued to Date [2] 11    
Total Expected Program Costs [2] 22    
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [1],[2] 0    
Initial Costs [2],[3] 16    
Adjustments to Cost [2],[4] 0    
Cash Payments [2] (7)    
Others [2],[5] 0    
Accrued at period end [1],[2] 9 0  
Total Costs Accrued to Date [2] 16    
Total Expected Program Costs [2] 32    
Fiscal 2022 Activity [Member] | Other Restructuring Plans [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [1],[2],[6] 225    
Initial Costs [2],[3],[6] 0    
Adjustments to Cost [2],[4],[6] (32)    
Cash Payments [2],[6] (109)    
Others [2],[5],[6] (13)    
Accrued at period end [1],[2],[6] 71 225  
Fiscal 2021 Activity [Member] | Other Restructuring Plans [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2],[6] 9 [1] 13  
Initial Costs [2],[3],[6]   2  
Adjustments to Cost [2],[4],[6]   (1)  
Cash Payments [2],[6]   (5)  
Others [2],[5],[6]   0  
Accrued at period end [2],[6]   9 [1] 13
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2] 216 [1] 138  
Initial Costs [2],[3]   455  
Adjustments to Cost [2],[4]   (25)  
Cash Payments [2]   (371)  
Others [2],[5]   19  
Accrued at period end [2]   216 [1] 138
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Other [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2] 57 [1] 22  
Initial Costs [2],[3]   137  
Adjustments to Cost [2],[4]   3  
Cash Payments [2]   (110)  
Others [2],[5]   5  
Accrued at period end [2]   57 [1] 22
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2] 119 [1] 75  
Initial Costs [2],[3]   225  
Adjustments to Cost [2],[4]   (22)  
Cash Payments [2]   (171)  
Others [2],[5]   12  
Accrued at period end [2]   119 [1] 75
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2] 16 [1] 14  
Initial Costs [2],[3]   39  
Adjustments to Cost [2],[4]   (2)  
Cash Payments [2]   (34)  
Others [2],[5]   (1)  
Accrued at period end [2]   16 [1] 14
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2] $ 24 [1] 27  
Initial Costs [2],[3]   54  
Adjustments to Cost [2],[4]   (4)  
Cash Payments [2]   (56)  
Others [2],[5]   3  
Accrued at period end [2]   24 [1] 27
Fiscal 2020 Activity [Member] | Other Restructuring Plans [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2],[6]   13 49
Initial Costs [2],[3],[6]     0
Adjustments to Cost [2],[4],[6]     (11)
Cash Payments [2],[6]     (8)
Others [2],[5],[6]     (17)
Accrued at period end [2],[6]     13
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2]   138 213
Initial Costs [2],[3]     278
Adjustments to Cost [2],[4]     (17)
Cash Payments [2]     (291)
Others [2],[5]     (45)
Accrued at period end [2]     138
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Other [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2]   22 108
Initial Costs [2],[3]     59
Adjustments to Cost [2],[4]     10
Cash Payments [2]     (111)
Others [2],[5]     (44)
Accrued at period end [2]     22
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2]   75 72
Initial Costs [2],[3]     140
Adjustments to Cost [2],[4]     (24)
Cash Payments [2]     (112)
Others [2],[5]     (1)
Accrued at period end [2]     75
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2]   14 18
Initial Costs [2],[3]     28
Adjustments to Cost [2],[4]     (1)
Cash Payments [2]     (31)
Others [2],[5]     0
Accrued at period end [2]     14
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member]      
Restructuring reserve [Line Items]      
Accrued at period start [2]   $ 27 15
Initial Costs [2],[3]     51
Adjustments to Cost [2],[4]     (2)
Cash Payments [2]     (37)
Others [2],[5]     0
Accrued at period end [2]     $ 27
[1] As of May 31, 2022 and 2021, substantially all restructuring liabilities have been recorded in other current liabilities within our consolidated balance sheets.
[2] 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.
[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 consolidated statements of operations was not significant.
v3.22.2
DEFERRED REVENUES (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Deferred Revenues [Line Items]    
Deferred revenues, current $ 8,357 $ 8,775
Deferred revenues, non-current (in other non-current liabilities) 753 679
Total deferred revenues 9,110 9,454
Cloud services and license support [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 7,406 7,728
Hardware [Member] | Hardware [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 555 618
Services [Member] | Services [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 360 399
Cloud license and on-premise license [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current $ 36 $ 30
v3.22.2
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
Leases Other Commitments And Certain Contingencies Disclosure [Line Items]    
Operating lease expenses $ 766 $ 654
Sublease income $ 12 13
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Other non-current assets  
Right of use assets operating leases $ 3,500  
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Other current liabilities  
Operating lease liabilities, current $ 727  
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Other non-current liabilities  
Operating lease liabilities, non-current $ 2,900  
Right of use asset in exchange for operating lease obligation 1,900  
Cash paid for operating lease liabilities $ 808 $ 696
Operating leases weighted average remaining lease term 7 years  
Operating lease obligations, weighted average discount rate 2.90%  
Additional operating lease commitments $ 4,100  
Minimum [Member]    
Leases Other Commitments And Certain Contingencies Disclosure [Line Items]    
Operating leases remaining terms 1 year  
Operating leases not yet commenced, terms 1 year  
Maximum [Member]    
Leases Other Commitments And Certain Contingencies Disclosure [Line Items]    
Operating leases remaining terms 11 years  
Operating leases not yet commenced, terms 15 years  
v3.22.2
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES - Schedule of Maturities of Operating Lease Liabilities (Details)
$ in Millions
May 31, 2022
USD ($)
Leases Other Commitments And Certain Contingencies Disclosure [Abstract]  
Fiscal 2023 $ 763
Fiscal 2024 642
Fiscal 2025 578
Fiscal 2026 524
Fiscal 2027 415
Thereafter 1,159
Total operating lease payments 4,081
Less: imputed interest (423)
Total operating lease liability $ 3,658
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Other non-current liabilities
v3.22.2
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES - Schedule of Unconditional Purchase and Certain Other Obligations (Details)
$ in Millions
May 31, 2022
USD ($)
Unconditional Obligations [Abstract]  
Fiscal 2023 $ 4,090
Fiscal 2024 185
Fiscal 2025 133
Fiscal 2026 106
Fiscal 2027 83
Thereafter 192
Total $ 4,789
v3.22.2
STOCKHOLDERS' (DEFICIT) EQUITY Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 12 Months Ended
Jun. 13, 2022
May 31, 2022
May 31, 2021
May 31, 2020
Dec. 09, 2021
Stock Repurchases [Abstract]          
Additional authorized amount         $ 10,000
Amount available for future repurchases   $ 9,400      
Repurchases of common stock (in shares)   185.8 329.2 361.0  
Repurchased amount   $ 16,200 $ 21,000 $ 19,200  
Repurchased shares that were not settled (in shares)   0.3      
Repurchased amount that was not settled   $ 19      
Dividends on Common Stock [Abstract]          
Dividends per share, declared and paid (in dollars per share)   $ 1.28 $ 1.04 $ 0.96  
Subsequent Event          
Dividends on Common Stock [Abstract]          
Dividends declared per share of outstanding common stock (in dollars per share) $ 0.32        
Dividend payable date Jul. 26, 2022        
Dividend record date Jul. 12, 2022        
v3.22.2
STOCKHOLDERS' (DEFICIT) EQUITY (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Accumulated Other Comprehensive Loss [Abstract]    
Foreign currency translation losses $ (1,482) $ (775)
Unrealized losses on defined benefit plans, net (210) (400)
Total accumulated other comprehensive loss $ (1,692) $ (1,175)
v3.22.2
EMPLOYEE BENEFIT PLANS Narrative (Details)
 1 Months Ended 12 Months Ended
Apr. 30, 2020
USD ($)
Mar. 31, 2020
USD ($)
May 31, 2022
Tranche
shares
May 31, 2013
shares
May 31, 2021
shares
May 31, 2020
shares
May 31, 2019
shares
Stock-based Payment Award [Line Items]              
Options outstanding     97,000,000   107,000,000 176,000,000 222,000,000
Options outstanding vested     65,000,000        
Restricted stock-based awards outstanding     128,000,000   110,000,000 101,000,000 99,000,000
Stock options outstanding     20,000,000        
Performance-based stock options [Member]              
Stock-based Payment Award [Line Items]              
Number of vesting tranches granted that potentially may vest | Tranche     7        
Number of tranches vests on attainment of market-based metric | Tranche     1        
Number of vesting tranches require attainment of both a performance and a market condition | Tranche     6        
Extended expiration period     3 years        
Performance-based stock options [Member] | Minimum [Member]              
Stock-based Payment Award [Line Items]              
Award service period for market-based metric     3 years        
Performance-based stock options [Member] | Maximum [Member]              
Stock-based Payment Award [Line Items]              
Award service period for market-based metric     4 years        
2020 Plan [Member]              
Stock-based Payment Award [Line Items]              
Number of shares authorized     390,000,000        
Increase in number of authorized shares of stock that may be issued     300,000,000        
Shares of common stock available for future awards     371,000,000        
2020 and 2000 Plan [Member]              
Stock-based Payment Award [Line Items]              
Vesting percentage     25.00%        
Vesting period     4 years        
Expiration period     10 years        
2020 and 2000 Plan [Member] | Service-based stock options [Member]              
Stock-based Payment Award [Line Items]              
Options outstanding     60,000,000        
Options outstanding vested     59,000,000        
2020 and 2000 Plan [Member] | Restricted Stock Units [Member]              
Stock-based Payment Award [Line Items]              
Restricted stock-based awards outstanding     125,000,000        
Equivalent number of shares deducted against share pool (in actual number of shares)     2.5        
2020 and 2000 Plan [Member] | Performance-based stock options [Member]              
Stock-based Payment Award [Line Items]              
Options outstanding vested     6,000,000        
Stock options outstanding     36,000,000        
Acquired plans [Member]              
Stock-based Payment Award [Line Items]              
Options outstanding     485,000        
Directors' Plan [Member]              
Stock-based Payment Award [Line Items]              
Increase in number of authorized shares of stock that may be issued       2,000,000      
Vesting period     4 years        
Expiration period     10 years        
Options outstanding     474,000        
Shares of common stock available for future awards     1,000,000        
Directors' Plan [Member] | Restricted Stock Units [Member]              
Stock-based Payment Award [Line Items]              
Restricted stock-based awards outstanding     59,000        
Maximum value of annual grants | $ $ 350,000 $ 400,000          
v3.22.2
EMPLOYEE BENEFIT PLANS (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Shares Under Restricted Stock-based Awards [Abstract]      
Beginning balance 110 101 99
Granted 65 54 50
Vested and issued (38) (34) (34)
Canceled (9) (11) (14)
Ending balance 128 110 101
Weighted Average Grant Date Fair Value [Abstract]      
Total grant date fair value of restricted stock-based awards, vested and issued $ 1,900 $ 1,600 $ 1,500
Beginning balance $ 51.87 $ 48.36 $ 43.01
Granted 85.07 54.95 53.38
Vested and issued 50.52 46.88 42.67
Canceled 63.25 50.40 46.81
Ending balance $ 68.34 $ 51.87 $ 48.36
Unrecognized compensation expense related to non-vested restricted stock-based awards $ 5,900    
Shares Under Stock Option [Abstract]      
Beginning balance 107 176 222
Granted and assumed 0 0 0
Exercised (10) (52) (44)
Canceled 0 (17) (2)
Ending balance 97 107 176
Vested 65    
Expected to vest [1] 12    
Total 77    
Weighted Average Exercise Price [Abstract]      
Beginning balance $ 40.14 $ 38.86 $ 37.78
Granted and assumed 0 0 0
Exercised 34.34 32.05 33.18
Canceled 0 51.02 44.76
Ending balance 40.70 $ 40.14 $ 38.86
Vested 35.81    
Expected to vest [1] 50.38    
Total $ 37.97    
Weighted Average Remaining Contract Term (in years) [Abstract]      
Vested 1 year 9 months 29 days    
Expected to vest [1] 3 years 8 months 1 day    
Total 2 years 1 month 6 days    
Aggregate Intrinsic Value (in millions) [Abstract]      
Vested [2] $ 2,360    
Expected to vest [1],[2] 245    
Total [2] $ 2,605    
Closing stock price $ 71.92    
Unrecognized compensation expense for shares expected to vest $ 190    
Shares not expected to vest 20    
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total stock-based compensation $ 2,613 $ 1,837 $ 1,590
Estimated income tax benefit included in provision for income taxes (593) (413) (343)
Total stock-based compensation, net of estimated income tax benefit 2,020 1,424 1,247
Other Postretirement Plans [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total defined benefit plan pension expense 67 105 $ 97
Aggregate projected benefit obligation 1,100 1,400  
Aggregate net liability (funded status) $ 580 $ 889  
Employee Stock Purchase Plan [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Stock purchase price as a percentage of the fair market value on the purchase date 95.00%    
Shares reserved for future issuances under the purchase plan 39    
Common stock issued under stock purchase plans 2 2 2
Cloud services and license support [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total stock-based compensation $ 205 $ 134 $ 110
Hardware [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total stock-based compensation 15 11 11
Services [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total stock-based compensation 67 55 54
Sales and marketing [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total stock-based compensation 448 313 261
Research and development [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total stock-based compensation 1,633 1,188 1,035
General and administrative [Member]      
Stock-based compensation expense and valuations of stock awards [Abstract]      
Total stock-based compensation $ 245 $ 136 $ 119
Restricted Stock Units [Member]      
Weighted Average Grant Date Fair Value [Abstract]      
Weighted average recognition period of unrecognized compensation expense for shares expected to vest 2 years 11 months 4 days    
Employee Stock Options [Member]      
Weighted Average Grant Date Fair Value [Abstract]      
Weighted average recognition period of unrecognized compensation expense for shares expected to vest 2 years 11 months 23 days    
[1] The unrecognized compensation expense calculated under the fair value method for shares expected to vest (unvested shares net of expected forfeitures) as of May 31, 2022 was approximately $190 million and is expected to be recognized over a weighted-average period of 2.98 years. Approximately 20 million shares outstanding as of May 31, 2022 were not expected to vest.
[2] The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2022 of $71.92 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects.
v3.22.2
TAX BENEFITS FROM EXERCISES OF STOCK OPTIONS AND VESTING OF RESTRICTED STOCK-BASED AWARDS Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Tax Benefits from Exercise of Stock Options and Vesting of Restricted Stock-Based Awards [Abstract]      
Total cash received as a result of stock option exercises $ 319 $ 1,700 $ 1,500
Aggregate intrinsic value of vesting of restricted stock-based awards and options exercised 3,700 3,700 2,900
Tax benefits realized in connection with the vesting of restricted stock-based awards and exercises of stock options $ 843 $ 842 $ 638
v3.22.2
DEFERRED CONTRIBUTION PLANS Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Defined Contribution Plan Disclosure [Line Items]      
Defined contribution plan expense $ 412 $ 380 $ 376
US [Member]      
Defined Contribution Plan Disclosure [Line Items]      
Oracle 401(K) Plan employee contribution maximum rate 40.00%    
Oracle 401 (K) employer contribution match rate 50.00%    
Oracle 401(K) employer maximum match on employee contribution each pay period 6.00%    
Oracle 401 (K) plan employer contribution $ 164 $ 150 $ 152
v3.22.2
DEFERRED COMPENSATION PLANS Narrative (Details) - Other Postretirement Plans [Member] - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Deferred Compensation Plan Disclosure [Line Items]    
Deferred compensation plan assets $ 756 $ 813
Deferred compensation plan liabilities $ 756 $ 813
v3.22.2
INCOME TAXES Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Income Tax Examination [Line Items]      
Total net tax benefit   $ 2,300  
Undistributed earnings and other outside basis temporary differences of investments in foreign subsidiaries $ 7,900    
Potential net deferred tax liability related to other outside basis temporary differences 1,500    
Deferred Tax Assets, Net [Abstract]      
Net deferred tax assets 6,751 5,772  
Valuation allowance 1,742 1,526  
Operating Loss Carryforwards [Abstract]      
Capital loss carryforwards   193  
Tax Credit Carryforwards [Abstract]      
Tax credit carryforwards subject to limitation on utilization 1,300    
Tax credit carryforwards not subject to expiration dates 854    
Tax credit carryforwards subject to expiration dates 407    
Unrecognized Tax Benefits (Narrative) [Abstract]      
Unrecognized tax benefits that would affect our effective tax rate if recognized 4,300 4,400 $ 4,300
Interest and penalties related to uncertain tax positions recognized in our provision for income taxes 93 166 $ 202
Interest and penalties related to uncertain tax positions accrued $ 1,600 1,600  
Earliest Tax Year [Member]      
Tax Credit Carryforwards [Abstract]      
Tax credit carryforward expiration dates May 31, 2023    
Latest Tax Year [Member]      
Tax Credit Carryforwards [Abstract]      
Tax credit carryforward expiration dates May 31, 2042    
Federal [Member]      
Operating Loss Carryforwards [Abstract]      
Net operating loss carryforwards $ 446    
Federal net operating loss carryforwards not subject to expiration 74    
Federal [Member] | Expire in various years between fiscal 2022 and fiscal 2038 [Member]      
Operating Loss Carryforwards [Abstract]      
Net operating loss carryforwards $ 372    
Federal [Member] | Earliest Tax Year [Member]      
Operating Loss Carryforwards [Abstract]      
Operating loss carryforwards expiration date May 31, 2023    
Federal [Member] | Latest Tax Year [Member]      
Operating Loss Carryforwards [Abstract]      
Operating loss carryforwards expiration date May 31, 2038    
State [Member]      
Operating Loss Carryforwards [Abstract]      
Net operating loss carryforwards $ 1,800    
Capital loss carryforwards expiration date May 31, 2026    
Capital loss carryforwards   $ 366  
State [Member] | Earliest Tax Year [Member]      
Operating Loss Carryforwards [Abstract]      
Capital loss carryforwards expiration date May 31, 2026    
Operating loss carryforwards expiration date May 31, 2023    
State [Member] | Latest Tax Year [Member]      
Operating Loss Carryforwards [Abstract]      
Capital loss carryforwards expiration date May 31, 2036    
Operating loss carryforwards expiration date May 31, 2042    
Foreign [Member]      
Operating Loss Carryforwards [Abstract]      
Net operating loss carryforwards $ 1,900    
Foreign net operating loss carryforwards not subject to expiration 1,800    
Foreign net operating loss carryforwards subject to expiration 53    
Unrecognized Tax Benefits (Narrative) [Abstract]      
Reasonably possible decrease in the next 12 months in gross unrecognized, net of offsetting tax benefits 109    
Reasonably possible increase in the next 12 months in gross unrecognized, net of offsetting tax benefits 227    
Reasonably possible decrease in the next 12 months in gross unrecognized tax benefits 287    
Reasonably possible increase in the next 12 months in gross unrecognized tax benefits $ 869    
Foreign [Member] | Earliest Tax Year [Member]      
Operating Loss Carryforwards [Abstract]      
Operating loss carryforwards expiration date May 31, 2023    
Foreign [Member] | Latest Tax Year [Member]      
Operating Loss Carryforwards [Abstract]      
Operating loss carryforwards expiration date May 31, 2041    
Domestic [Member]      
Unrecognized Tax Benefits (Narrative) [Abstract]      
Reasonably possible decrease in the next 12 months in gross unrecognized, net of offsetting tax benefits $ 825    
Reasonably possible decrease in the next 12 months in gross unrecognized tax benefits $ 994    
v3.22.2
INCOME TAXES - Geographical Breakdown of Income Before Income Taxes (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Income Tax Disclosure [Abstract]      
Domestic $ (629) $ 4,375 $ 3,890
Foreign 8,278 8,624 8,173
Income before income taxes $ 7,649 $ 12,999 $ 12,063
v3.22.2
INCOME TAXES - Components of (Provision for) Benefit from Income Taxes (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Provision for Income Taxes [Abstract]      
Federal $ (709) $ (516) $ (1,616)
State (186) (233) (19)
Foreign (1,183) (929) (1,144)
Total current provision (2,078) (1,678) (2,779)
Federal 1,661 (8,631) 983
State 139 77 (50)
Foreign (654) 10,979 (82)
Total deferred benefit 1,146 2,425 851
Total (provision for) benefit from income taxes $ (932) $ 747 $ (1,928)
Effective income tax expense (benefit) rate 12.20% (5.70%) 16.00%
v3.22.2
INCOME TAXES - Reconciliation of Differences Between Federal Statutory Tax Rate and Effective Tax Rate (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Reconciliation of Differences Between Amount Computed by Applying Federal Statutory Rate to our Income Before Provision for Income Taxes and Provision for Income Taxes [Abstract]      
U.S. federal statutory tax rate 21.00% 21.00% 21.00%
Tax provision at statutory rate $ (1,606) $ (2,730) $ (2,533)
Foreign earnings at other than United States rates 536 580 496
Net impact of intra-entity IP transfer 0 2,266 0
State tax expense, net of federal benefit (132) (206) (172)
Settlements and releases from judicial decisions and statute expirations, net (263) (582) (137)
Tax contingency interest accrual, net (44) (55) (163)
Domestic tax contingency, net (441) (282) (58)
Federal research and development credit (222) (169) (151)
Stock-based compensation 263 300 166
Other, net 7 123 48
Total (provision for) benefit from income taxes $ (932) $ 747 $ (1,928)
v3.22.2
INCOME TAXES - Components of Deferred Tax Liabilities and Assets (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Components of Deferred Tax Assets [Abstract]    
Accruals and allowances $ 493 $ 452
Employee compensation and benefits 818 755
Differences in timing of revenue recognition 623 547
Lease liabilities 688 524
Basis of property, plant and equipment and intangible assets 11,362 12,161
Tax credit and net operating loss carryforwards 4,409 3,934
Total deferred tax assets 18,534 18,373
Valuation allowance (1,742) (1,526)
Total deferred tax assets, net 16,792 16,847
Other 141 0
Components of Deferred Tax Liabilities [Abstract]    
Unrealized gain on stock (78) (78)
Acquired intangible assets (126) (266)
GILTI deferred (8,937) (9,883)
ROU assets (668) (488)
Withholding taxes on foreign earnings (232) (195)
Other 0 (165)
Total deferred tax liabilities (10,041) (11,075)
Net deferred tax assets $ 6,751 $ 5,772
v3.22.2
INCOME TAXES - Components of Deferred Tax Liabilities and Assets Continued (Details) - USD ($)
$ in Millions
May 31, 2022
May 31, 2021
Components of Deferred Tax Assets and Liabilities [Abstract]    
Non-current deferred tax assets $ 12,782 $ 13,636
Non-current deferred tax liabilities (6,031) (7,864)
Net deferred tax assets $ 6,751 $ 5,772
v3.22.2
INCOME TAXES - Gross Unrecognized Tax Benefits, Including Acquisitions (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Gross Unrecognized Tax Benefits Including Acquisitions [Abstract]      
Gross unrecognized tax benefits as of June 1 $ 6,912 $ 6,972 $ 6,348
Increases related to tax positions from prior fiscal years 66 225 624
Decreases related to tax positions from prior fiscal years (24) (836) (298)
Increases related to tax positions taken during current fiscal year 919 531 628
Settlements with tax authorities (117) (51) (177)
Lapses of statutes of limitation (333) (66) (116)
Cumulative translation adjustments and other, net   137  
Cumulative translation adjustments and other, net (139)   (37)
Total gross unrecognized tax benefits as of May 31 $ 7,284 $ 6,912 $ 6,972
v3.22.2
SEGMENT INFORMATION Narrative (Details)
 12 Months Ended
May 31, 2022
Business
Segment
Segment reporting information [Line Items]  
Number of businesses | Business 3
Cloud and License [Member]  
Segment reporting information [Line Items]  
Number of operating segments 1
Hardware [Member]  
Segment reporting information [Line Items]  
Number of operating segments 1
Services [Member]  
Segment reporting information [Line Items]  
Number of operating segments 1
v3.22.2
SEGMENT INFORMATION (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Segment reporting information [Line Items]      
Revenues $ 42,440 $ 40,479 $ 39,068
Cloud services and license support expenses [1] 5,213 4,353 4,006
Sales and marketing expenses [1] 8,047 7,682 8,094
Margin 10,926 15,213 13,896
Operating Segments [Member]      
Segment reporting information [Line Items]      
Revenues [2] 42,440 40,481 39,072
Expenses 15,813 14,658 15,158
Margin [3] 26,627 25,823 23,914
Operating Segments [Member] | Cloud and License [Member]      
Segment reporting information [Line Items]      
Revenues [2] 36,052 34,101 32,523
Cloud services and license support expenses 4,915 4,133 3,803
Sales and marketing expenses 7,054 6,799 7,159
Margin [3] 24,083 23,169 21,561
Operating Segments [Member] | Hardware [Member]      
Segment reporting information [Line Items]      
Revenues 3,183 3,359 3,443
Hardware products and support expenses 944 945 1,084
Sales and marketing expenses 361 388 456
Margin [3] 1,878 2,026 1,903
Operating Segments [Member] | Services [Member]      
Segment reporting information [Line Items]      
Revenues 3,205 3,021 3,106
Services expenses 2,539 2,393 2,656
Margin [3] $ 666 $ 628 $ 450
[1] Exclusive of amortization of intangible assets, which is shown separately.
[2] Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented.
[3] The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating expenses or income, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations.
v3.22.2
SEGMENT INFORMATION RECONCILIATION (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Reconciliation of Operating Segment Revenues to Revenues [Abstract]      
Total revenues $ 42,440 $ 40,479 $ 39,068
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]      
Total margin for operating segments 10,926 15,213 13,896
Total revenues 42,440 40,479 39,068
Research and development (7,219) (6,527) (6,067)
General and administrative (1,317) (1,254) (1,181)
Amortization of intangible assets (1,150) (1,379) (1,586)
Acquisition related and other (4,713) (138) (56)
Restructuring (191) (431) (250)
Stock-based compensation for operating segments (735) (513) (436)
Expense allocations and other, net (376) (366) (438)
Interest expense (2,755) (2,496) (1,995)
Non-operating (expenses) income, net (522) 282 162
Income before income taxes 7,649 12,999 12,063
Operating Segments [Member]      
Reconciliation of Operating Segment Revenues to Revenues [Abstract]      
Total revenues [1] 42,440 40,481 39,072
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]      
Total margin for operating segments [2] 26,627 25,823 23,914
Total revenues [1] 42,440 40,481 39,072
Cloud and license revenues [Member]      
Reconciliation of Operating Segment Revenues to Revenues [Abstract]      
Total revenues [1],[3] 0 (2) (4)
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]      
Total revenues [1],[3] $ 0 $ (2) $ (4)
[1] Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented.
[2] The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating expenses or income, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations.
[3] Cloud and license revenues presented for management reporting for fiscal 2021 and fiscal 2020 included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. This table includes a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented.
v3.22.2
SUMMARY OF TOTAL REVENUES BY GEOGRAPHIC REGION (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Disaggregation of Revenue [Line Items]      
Total revenues $ 42,440 $ 40,479 $ 39,068
Americas [Member]      
Disaggregation of Revenue [Line Items]      
Total revenues 23,679 21,828 21,563
EMEA [Member]      
Disaggregation of Revenue [Line Items]      
Total revenues [1] 12,011 11,894 11,035
Asia Pacific [Member]      
Disaggregation of Revenue [Line Items]      
Total revenues $ 6,750 $ 6,757 $ 6,470
[1] Comprised of Europe, the Middle East and Africa
v3.22.2
SUMMARY OF CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEMS (Details) - USD ($)
$ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Disaggregation of Revenue [Line Items]      
Total revenues $ 42,440 $ 40,479 $ 39,068
Applications Cloud Services and License Support [Member]      
Disaggregation of Revenue [Line Items]      
Total revenues 12,612 11,712 11,015
Infrastructure Cloud Services and License Support [Member]      
Disaggregation of Revenue [Line Items]      
Total revenues 17,562 16,988 16,377
Cloud services and license support [Member]      
Disaggregation of Revenue [Line Items]      
Total revenues $ 30,174 $ 28,700 $ 27,392
v3.22.2
SEGMENT INFORMATION Continued (Details) - USD ($)
$ in Millions
 3 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Revenues from external customers and long lived assets [Line Items]      
Revenues $ 42,440 $ 40,479 $ 39,068
Long-Lived Assets [1] 16,144 11,385 9,703
United States [Member]      
Revenues from external customers and long lived assets [Line Items]      
Revenues 20,246 18,734 18,428
Long-Lived Assets [1] 10,300 6,826 6,012
United Kingdom [Member]      
Revenues from external customers and long lived assets [Line Items]      
Revenues 2,335 2,110 1,904
Long-Lived Assets [1] 805 685 472
Japan [Member]      
Revenues from external customers and long lived assets [Line Items]      
Revenues 1,847 1,988 1,977
Long-Lived Assets [1] 788 650 655
Germany [Member]      
Revenues from external customers and long lived assets [Line Items]      
Revenues 1,799 1,744 1,510
Long-Lived Assets [1] 813 561 418
Canada [Member]      
Revenues from external customers and long lived assets [Line Items]      
Revenues 1,347 1,281 1,162
Long-Lived Assets [1] 298 199 169
Other countries [Member]      
Revenues from external customers and long lived assets [Line Items]      
Revenues 14,866 14,622 14,087
Long-Lived Assets [1] $ 3,140 $ 2,464 $ 1,977
[1] Long-lived assets exclude goodwill, intangible assets, equity investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so.
v3.22.2
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 12 Months Ended
May 31, 2022
May 31, 2021
May 31, 2020
Earnings Per Share [Abstract]      
Net income $ 6,717 $ 13,746 $ 10,135
Weighted average common shares outstanding 2,700 2,945 3,211
Dilutive effect of employee stock plans 86 77 83
Dilutive weighted average common shares outstanding 2,786 3,022 3,294
Basic earnings per share $ 2.49 $ 4.67 $ 3.16
Diluted earnings per share $ 2.41 $ 4.55 $ 3.08
Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation [1] 34 36 56
[1] Substantially all of these weighted shares related to contingently issuable shares pursuant to PSO arrangements that could be dilutive in the future. See Note 12 for information regarding the exercise prices of our outstanding, unexercised stock options.
v3.22.2
LEGAL PROCEEDINGS (Details) - Hewlett-Packard Litigation [Member] - USD ($)
$ in Billions
 12 Months Ended
Jun. 30, 2016
May 31, 2022
Legal Proceedings [Line Items]    
Damages awarded, value $ 3.0  
Damages paid, value   $ 3.0
Damages paid, value, interest portion   $ 1.7
v3.22.2
SUBSEQUENT EVENTS Narrative (Details) - USD ($)
Jun. 08, 2022
Mar. 08, 2022
Bridge Credit Agreement [Member]    
Subsequent Event [Line Items]    
Revolving credit facility   $ 15,700,000,000
Revolving credit facility, expiration date   Mar. 07, 2023
Cerner Corporation [Member] | Subsequent Event    
Subsequent Event [Line Items]    
Business combination, senior notes and other borrowings assumed $ 1,600,000,000  
Business combination, assumed senior notes and other borrowings, repaid 1,500,000,000  
Cerner Corporation [Member] | Bridge Credit Agreement [Member] | Subsequent Event    
Subsequent Event [Line Items]    
Revolving credit facility $ 15,700,000,000  
Revolving credit facility, expiration date Mar. 07, 2023