ORACLE CORP, 10-Q filed on 12/11/2020
Quarterly Report
v3.20.2
DOCUMENT AND ENTITY INFORMATION - shares
6 Months Ended
Nov. 30, 2020
Dec. 04, 2020
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Nov. 30, 2020  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2021  
Entity Registrant Name Oracle Corporation  
Entity Central Index Key 0001341439  
Current Fiscal Year End Date --05-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   2,944,034,000
Entity File Number 001-35992  
Entity Tax Identification Number 54-2185193  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Address, Address Line One 2300 Oracle Way  
Entity Address, City or Town Austin  
Entity Address State Or Province TX  
Entity Address, Postal Zip Code 78741  
City Area Code 737  
Local Phone Number 867-1000  
Entity Incorporation, State or Country Code DE  
Document Quarterly Report true  
Document Transition Report false  
Former Address [Member]    
Document Information [Line Items]    
Entity Address, Address Line One 500 Oracle Parkway  
Entity Address, City or Town Redwood City  
Entity Address State Or Province CA  
Entity Address, Postal Zip Code 94065  
Common Stock [Member]    
Document Information [Line Items]    
Title of 12(b) Security Common Stock, par value $0.01 per share  
Trading Symbol ORCL  
Security Exchange Name NYSE  
2.25% senior notes due January 2021 [Member]    
Document Information [Line Items]    
Title of 12(b) Security 2.25% senior notes due January 2021  
Security Exchange Name NYSE  
No Trading Symbol Flag true  
3.125% senior notes due July 2025 [Member]    
Document Information [Line Items]    
Title of 12(b) Security 3.125% senior notes due July 2025  
Security Exchange Name NYSE  
No Trading Symbol Flag true  
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Nov. 30, 2020
May 31, 2020
Current assets:    
Cash and cash equivalents $ 28,001 $ 37,239
Marketable securities 10,592 5,818
Trade receivables, net of allowances for doubtful accounts of $472 and $409 as of November 30, 2020 and May 31, 2020, respectively 4,423 5,551
Prepaid expenses and other current assets 3,235 3,532
Total current assets 46,251 52,140
Non-current assets:    
Property, plant and equipment, net 6,627 6,244
Intangible assets, net 3,061 3,738
Goodwill, net 43,877 43,769
Deferred tax assets 3,401 3,252
Other non-current assets 6,797 6,295
Total non-current assets 63,763 63,298
Total assets 110,014 115,438
Current liabilities:    
Notes payable, current 7,251 2,371
Accounts payable 724 637
Accrued compensation and related benefits 1,420 1,453
Deferred revenues 8,062 8,002
Other current liabilities 3,890 4,737
Total current liabilities 21,347 17,200
Non-current liabilities:    
Notes payable and other borrowings, non-current 63,531 69,226
Income taxes payable 12,214 12,463
Other non-current liabilities 4,306 3,832
Total non-current liabilities 80,051 85,521
Commitments and contingencies 0 0
Oracle Corporation stockholders’ 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: 2,952 shares and 3,067 shares as of November 30, 2020 and May 31, 2020, respectively 26,298 26,486
Accumulated deficit (17,095) (12,696)
Accumulated other comprehensive loss (1,286) (1,716)
Total Oracle Corporation stockholders’ equity 7,917 12,074
Noncontrolling interests 699 643
Total equity 8,616 12,717
Total liabilities and equity $ 110,014 $ 115,438
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($)
$ in Millions
Nov. 30, 2020
May 31, 2020
Statement Of Financial Position [Abstract]    
Allowance for doubtful accounts receivable $ 472 $ 409
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 2,952,000,000 3,067,000,000
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Revenues:        
Cloud services and license support $ 7,112 $ 6,811 $ 14,059 $ 13,616
Cloud license and on-premise license 1,092 1,126 1,978 1,937
Hardware 844 871 1,658 1,686
Services 752 806 1,472 1,593
Total revenues 9,800 9,614 19,167 18,832
Operating expenses:        
Cloud services and license support [1] 1,064 1,022 2,075 2,003
Hardware [1] 244 285 490 557
Services 631 741 1,254 1,445
Sales and marketing [1] 1,836 2,068 3,690 4,086
Research and development 1,601 1,531 3,190 3,088
General and administrative 324 323 619 615
Amortization of intangible assets 345 407 690 821
Acquisition related and other 76 12 95 37
Restructuring 96 42 270 120
Total operating expenses 6,217 6,431 12,373 12,772
Operating income 3,583 3,183 6,794 6,060
Interest expense (600) (465) (1,214) (959)
Non-operating (expenses) income, net (11) 92 (13) 191
Income before provision for income taxes 2,972 2,810 5,567 5,292
Provision for income taxes 530 499 874 844
Net income $ 2,442 $ 2,311 $ 4,693 $ 4,448
Earnings per share:        
Basic $ 0.82 $ 0.71 $ 1.56 $ 1.36
Diluted $ 0.80 $ 0.69 $ 1.53 $ 1.32
Weighted average common shares outstanding:        
Basic 2,977 3,245 3,009 3,281
Diluted 3,046 3,331 3,076 3,370
[1] Exclusive of amortization of intangible assets, which is shown separately.
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Statement Of Income And Comprehensive Income [Abstract]        
Net income $ 2,442 $ 2,311 $ 4,693 $ 4,448
Other comprehensive income (loss), net of tax:        
Net foreign currency translation gains (losses) 47 (84) 372 (92)
Net unrealized gains on defined benefit plans 10 7 56 11
Net unrealized gains on marketable securities 0 3 3 88
Net unrealized (losses) gains on cash flow hedges (6) 8 (1) (16)
Total other comprehensive income (loss), net 51 (66) 430 (9)
Comprehensive income $ 2,493 $ 2,245 $ 5,123 $ 4,439
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($)
$ in Millions
Total
Common Stock and Additional Paid in Capital
Accumulated deficit
Other Equity, Net
Balance, beginning of period at May. 31, 2019   $ 26,909 $ (3,496) $ (1,050)
Other comprehensive income, net $ (9)     (9)
Common stock issued   617    
Stock-based compensation   843    
Repurchases of common stock (10,000) (1,434) (8,566)  
Cash dividends declared     (1,562)  
Net income     4,448  
Other, net   (561) 2 44
Balance, end of period at Nov. 30, 2019 $ 16,185 26,374 (9,174) (1,015)
Cash dividends declared per common share $ 0.48      
Balance, beginning of period at Aug. 31, 2019   26,450 (6,446) (985)
Other comprehensive income, net $ (66)     (66)
Common stock issued   301    
Stock-based compensation   397    
Repurchases of common stock   (727) (4,273)  
Cash dividends declared     (767)  
Net income     2,311  
Other, net   (47) 1 36
Balance, end of period at Nov. 30, 2019 $ 16,185 26,374 (9,174) (1,015)
Cash dividends declared per common share $ 0.24      
Balance, beginning of period at May. 31, 2020 $ 12,717 26,486 (12,696) (1,073)
Other comprehensive income, net 430     430
Common stock issued   772    
Stock-based compensation   916    
Repurchases of common stock (9,000) (1,355) (7,645)  
Cash dividends declared     (1,447)  
Net income     4,693  
Other, net   (521) 0 56
Balance, end of period at Nov. 30, 2020 $ 8,616 26,298 (17,095) (587)
Cash dividends declared per common share $ 0.48      
Balance, beginning of period at Aug. 31, 2020   26,238 (15,410) (688)
Other comprehensive income, net $ 51     51
Common stock issued   205    
Stock-based compensation   488    
Repurchases of common stock   (590) (3,410)  
Cash dividends declared     (717)  
Net income     2,442  
Other, net   (43) 0 50
Balance, end of period at Nov. 30, 2020 $ 8,616 $ 26,298 $ (17,095) $ (587)
Cash dividends declared per common share $ 0.24      
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Cash flows from operating activities:    
Net income $ 4,693 $ 4,448
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 742 677
Amortization of intangible assets 690 821
Deferred income taxes (43) (263)
Stock-based compensation 916 843
Other, net 184 117
Changes in operating assets and liabilities, net of effects from acquisitions:    
Decrease in trade receivables, net 1,263 1,079
Decrease in prepaid expenses and other assets 545 638
Decrease in accounts payable and other liabilities (248) (916)
Decrease in income taxes payable (1,243) (613)
Decrease in deferred revenues (158) (318)
Net cash provided by operating activities 7,341 6,513
Cash flows from investing activities:    
Purchases of marketable securities and other investments (15,578) (314)
Proceeds from maturities of marketable securities and other investments 10,776 2,204
Proceeds from sales of marketable securities 3 12,575
Acquisitions, net of cash acquired 0 (111)
Capital expenditures (1,004) (735)
Net cash (used for) provided by investing activities (5,803) 13,619
Cash flows from financing activities:    
Payments for repurchases of common stock (8,962) (9,996)
Proceeds from issuances of common stock 772 617
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards (520) (559)
Payments of dividends to stockholders (1,447) (1,562)
Repayments of borrowings (1,000) (4,500)
Other, net 110 (96)
Net cash used for financing activities (11,047) (16,096)
Effect of exchange rate changes on cash and cash equivalents 271 (10)
Net (decrease) increase in cash and cash equivalents (9,238) 4,026
Cash and cash equivalents at beginning of period 37,239 20,514
Cash and cash equivalents at end of period 28,001 24,540
Non-cash financing activities:    
Change in unsettled repurchases of common stock $ 38 $ 4
v3.20.2
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER
6 Months Ended
Nov. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER

1.

BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER

Basis of Presentation

We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.

We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for our fiscal year ending May 31, 2021.

During the first half of fiscal 2021, we adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance; and ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), neither of which had a material impact to our current or historical condensed consolidated financial statements. There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the six months ended November 30, 2020.

Remaining Performance Obligations from Contracts with Customers

Trade receivables, net of allowance for doubtful accounts, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of November 30, 2020 and May 31, 2020. The revenues recognized during the six months ended November 30, 2020 and 2019, respectively, that were included in the opening deferred revenues balances as of May 31, 2020 and 2019, respectively, were approximately $5.9 billion and $6.2 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial in each of the three and six months ended November 30, 2020 and 2019, respectively.  

Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020, were $34.4 billion as of November 30, 2020, approximately 60% of which we expect to recognize as revenues over the next twelve months and the remainder thereafter.

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $300 million and $977 million for the three and six months ended November 30, 2020, respectively, and $196 million and $876 million for the three and six months ended November 30, 2019, respectively.

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of November 30, 2020 and May 31, 2020 and our condensed consolidated statements of cash flows for the six months ended November 30, 2020 and 2019 was nominal.

Acquisition Related and Other Expenses

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

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Transitional and other employee related costs

 

$

1

 

 

$

3

 

 

$

3

 

 

$

7

 

Business combination adjustments, net

 

 

 

 

 

(4

)

 

 

1

 

 

 

2

 

Other, net

 

 

75

 

 

 

13

 

 

 

91

 

 

 

28

 

Total acquisition related and other expenses

 

$

76

 

 

$

12

 

 

$

95

 

 

$

37

 

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) and net other income and expenses, including net realized gains and losses related to all of our investments, net unrealized gains and losses related to the small portion of our investment portfolio related to our deferred compensation plan, net unrealized gains and losses related to equity securities and non-service net periodic pension income and losses.

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Interest income

 

$

27

 

 

$

145

 

 

$

58

 

 

$

335

 

Foreign currency losses, net

 

 

(16

)

 

 

(26

)

 

 

(66

)

 

 

(80

)

Noncontrolling interests in income

 

 

(43

)

 

 

(46

)

 

 

(81

)

 

 

(87

)

Other, net

 

 

21

 

 

 

19

 

 

 

76

 

 

 

23

 

Total non-operating (expenses) income, net

 

$

(11

)

 

$

92

 

 

$

(13

)

 

$

191

 

 

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). ASU 2020-04 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 ASU 2020-04 when our relevant contracts are modified upon transition to alternative reference rates. We do not expect our adoption of ASU 2020-04 to have a material impact on our consolidated financial statements.

Income Taxes:  In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which is intended to simplify various areas related to the accounting for income taxes and improve consistent application of Topic 740. ASU 2019-12 is effective for us beginning in fiscal 2022, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2019-12 on our consolidated financial statements.

v3.20.2
ACQUISITIONS
6 Months Ended
Nov. 30, 2020
Business Combinations [Abstract]  
ACQUISITIONS

2.

ACQUISITIONS

Fiscal 2021 and 2020 Acquisitions

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

 

v3.20.2
FAIR VALUE MEASUREMENTS
6 Months Ended
Nov. 30, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

3.

FAIR VALUE MEASUREMENTS

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

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

 

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

 

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

 

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

 

 

 

November 30, 2020

 

 

May 31, 2020

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities and other

 

$

1,737

 

 

$

6,488

 

 

$

8,225

 

 

$

4,036

 

 

$

2,589

 

 

$

6,625

 

Commercial paper debt securities

 

 

 

 

 

4,356

 

 

 

4,356

 

 

 

 

 

 

5,640

 

 

 

5,640

 

Money market funds

 

 

11,246

 

 

 

 

 

 

11,246

 

 

 

18,587

 

 

 

 

 

 

18,587

 

Derivative financial instruments

 

 

 

 

 

72

 

 

 

72

 

 

 

 

 

 

29

 

 

 

29

 

Total assets

 

$

12,983

 

 

$

10,916

 

 

$

23,899

 

 

$

22,623

 

 

$

8,258

 

 

$

30,881

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

 

 

$

137

 

 

$

137

 

 

$

 

 

$

268

 

 

$

268

 

 

We classify our marketable securities as available-for-sale debt securities at the time of purchase and reevaluate such classification as of each balance sheet date. Our marketable securities investments consist of Tier 1 commercial paper debt securities, money market funds, corporate debt securities and certain other securities. Marketable securities as presented per our condensed consolidated balance sheets included securities with original maturities at the time of purchase greater than three months and the remainder of the securities were included in cash and cash equivalents. As of November 30, 2020 and May 31, 2020, substantially all of our marketable 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 LIBOR-based yield curves, among others.

Based on the trading prices of the $70.8 billion and $71.6 billion of senior notes and the related fair value hedges that we had outstanding as of November 30, 2020 and May 31, 2020, respectively, the estimated fair values of the senior notes and the related fair value hedges using Level 2 inputs at November 30, 2020 and May 31, 2020 were $82.1 billion and $80.9 billion, respectively.

v3.20.2
INTANGIBLE ASSETS AND GOODWILL
6 Months Ended
Nov. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL

4.

INTANGIBLE ASSETS AND GOODWILL

The changes in intangible assets for fiscal 2021 and the net book value of intangible assets as of November 30, 2020 and May 31, 2020 were as follows:

 

 

 

Intangible Assets, Gross

 

 

Accumulated Amortization

 

 

Intangible Assets, Net

 

(in millions)

 

May 31,

2020

 

 

Additions &

Adjustments, net(1)

 

 

November 30,

2020

 

 

May 31,

2020

 

 

Expense

 

 

November 30,

2020

 

 

May 31,

2020

 

 

November 30,

2020

 

Developed technology

 

$

4,471

 

 

$

3

 

 

$

4,474

 

 

$

(3,290

)

 

$

(316

)

 

$

(3,606

)

 

$

1,181

 

 

$

868

 

Cloud services and license support agreements and related relationships

 

 

5,589

 

 

 

10

 

 

 

5,599

 

 

 

(3,271

)

 

 

(329

)

 

 

(3,600

)

 

 

2,318

 

 

 

1,999

 

Other

 

 

1,341

 

 

 

 

 

 

1,341

 

 

 

(1,102

)

 

 

(45

)

 

 

(1,147

)

 

 

239

 

 

 

194

 

Total intangible assets, net

 

$

11,401

 

 

$

13

 

 

$

11,414

 

 

$

(7,663

)

 

$

(690

)

 

$

(8,353

)

 

$

3,738

 

 

$

3,061

 

 

(1)

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

As of November 30, 2020, estimated future amortization expenses related to intangible assets were as follows (in millions):

 

Remainder of fiscal 2021

 

$

668

 

Fiscal 2022

 

 

1,106

 

Fiscal 2023

 

 

682

 

Fiscal 2024

 

 

445

 

Fiscal 2025

 

 

126

 

Fiscal 2026

 

 

24

 

Thereafter

 

 

10

 

Total intangible assets, net

 

$

3,061

 

 

The changes in the carrying amounts of goodwill, net, which is generally not deductible for tax purposes, for our operating segments for the six months ended November 30, 2020 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)

 

 

96

 

 

 

 

 

 

12

 

 

 

108

 

Balances as of November 30, 2020

 

$

39,733

 

 

$

2,367

 

 

$

1,777

 

 

$

43,877

 

 

(1)

Pursuant to our business combinations accounting policy, we recorded goodwill adjustments for the effects on goodwill of changes to net assets acquired during the period that such a change is identified, provided that any such change is within the measurement period (up to one year from the date of the acquisition). Amounts also include any changes in goodwill balances for the period presented that resulted from foreign currency translations.

v3.20.2
RESTRUCTURING ACTIVITIES
6 Months Ended
Nov. 30, 2020
Restructuring And Related Activities [Abstract]  
RESTRUCTURING ACTIVITIES

5.

RESTRUCTURING ACTIVITIES

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 the second quarter of fiscal 2021, our management supplemented the 2019 Restructuring Plan to reflect additional actions that we expect to take. Restructuring costs associated with the 2019 Restructuring Plan were recorded to the restructuring expense line item within our condensed consolidated statements of operations as they were incurred. We recorded $269 million and $125 million of restructuring expenses in connection with the 2019 Restructuring Plan in the first half of fiscal 2021 and 2020, respectively. Any changes to the estimates or timing of executing the 2019 Restructuring Plan will be reflected in our future results of operations.

Summary of All Plans

 

 

 

Accrued

May 31,

2020(2)

 

 

Six Months Ended November 30, 2020

 

 

Accrued

November 30,

2020(2)

 

 

Total

Costs

Accrued

to Date

 

 

Total

Expected

Program

Costs

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

 

 

 

 

2019 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

75

 

 

$

126

 

 

$

(15

)

 

$

(112

)

 

$

7

 

 

$

81

 

 

$

414

 

 

$

454

 

Hardware

 

 

14

 

 

 

24

 

 

 

(1

)

 

 

(21

)

 

 

 

 

 

16

 

 

 

103

 

 

 

106

 

Services

 

 

27

 

 

 

37

 

 

 

(2

)

 

 

(31

)

 

 

2

 

 

 

33

 

 

 

126

 

 

 

147

 

Other(6)

 

 

22

 

 

 

100

 

 

 

 

 

 

(80

)

 

 

3

 

 

 

45

 

 

 

363

 

 

 

369

 

Total 2019 Restructuring Plan

 

$

138

 

 

$

287

 

 

$

(18

)

 

$

(244

)

 

$

12

 

 

$

175

 

 

$

1,006

 

 

$

1,076

 

Total other restructuring plans(7)

 

$

13

 

 

$

2

 

 

$

(1

)

 

$

(2

)

 

$

 

 

$

12

 

 

 

 

 

 

 

 

 

Total restructuring plans

 

$

151

 

 

$

289

 

 

$

(19

)

 

$

(246

)

 

$

12

 

 

$

187

 

 

 

 

 

 

 

 

 

 

(1)

Restructuring costs recorded for individual line items primarily related to employee severance costs.

(2)

As of November 30, 2020 and May 31, 2020, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.

(3)

Costs recorded for the respective restructuring plans during the current 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 adjustments.

(6)

Represents employee related severance costs for functions that are not included within our operating segments and certain other restructuring costs.

(7)

Other restructuring plans presented in the table 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 period presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.

 

v3.20.2
DEFERRED REVENUES
6 Months Ended
Nov. 30, 2020
Deferred Revenue Disclosure [Abstract]  
DEFERRED REVENUES

6.

DEFERRED REVENUES

Deferred revenues consisted of the following:

 

(in millions)

 

November 30,

2020

 

 

May 31,

2020

 

Cloud services and license support

 

$

7,057

 

 

$

6,996

 

Hardware

 

 

570

 

 

 

613

 

Services

 

 

395

 

 

 

365

 

Cloud license and on-premise license

 

 

40

 

 

 

28

 

Deferred revenues, current

 

 

8,062

 

 

 

8,002

 

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

 

 

656

 

 

 

597

 

Total deferred revenues

 

$

8,718

 

 

$

8,599

 

 

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 over the 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.

In connection with our acquisitions, we have estimated the fair values of the cloud services and license support performance obligations assumed from our acquired companies. Refer to Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020 for further explanation of these estimates.

v3.20.2
DERIVATIVE FINANCIAL INSTRUMENTS
6 Months Ended
Nov. 30, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
DERIVATIVE FINANCIAL INSTRUMENTS

7.

DERIVATIVE FINANCIAL INSTRUMENTS

We held the following derivative instruments that were designated and accounted for as hedging instruments pursuant to ASC 815, Derivatives and Hedging (ASC 815) as of November 30, 2020 and May 31, 2020:

 

interest rate swap agreements, which are used to protect us against changes in the fair values of certain of our fixed-rate borrowings attributable to the movements in benchmark interest rates. We have designated these swap agreements as qualifying hedging instruments and are accounting for them as fair value hedges pursuant to ASC 815;

 

cross-currency interest rate swap agreements, which are used to protect us against changes in the fair values of certain of our fixed-rate Euro-denominated borrowings attributable to the movements in benchmark interest rates and foreign currency exchange rates by effectively converting the fixed-rate, Euro-denominated borrowings, including the annual interest payments and the payment of principal at maturity, to variable-rate, U.S. Dollar-denominated debt based on LIBOR. We have designated these swap agreements as qualifying hedging instruments and are accounting for them as fair value hedges pursuant to ASC 815; and

 

 

cross-currency swap agreements, which are used to manage foreign currency exchange risk by converting certain of our fixed-rate Euro-denominated borrowings including periodic interest payments and the payment of principal at maturity to fixed-rate U.S. Dollar-denominated debt and are accounted for as cash flow hedges pursuant to ASC 815.

We also held certain foreign currency contracts that were not designated as hedges pursuant to ASC 815. As of November 30, 2020 and May 31, 2020, the notional amounts of such forward contracts we held to purchase U.S. Dollars in exchange for other major international currencies were $3.9 billion and $4.2 billion, respectively, and the

notional amounts of forward contracts we held to sell U.S. Dollars in exchange for other major international currencies were $3.9 billion as of the end of each period. The fair values of our outstanding foreign currency forward contracts were nominal as of November 30, 2020 and May 31, 2020. Net gains or losses related to these forward contracts are included in non-operating income, net.

See Note 10 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020 for additional information regarding the purpose, accounting and classification of our derivative instruments. None of our derivative instruments are used for trading purposes. The effects of derivative instruments designated as hedges on certain of our condensed consolidated financial statements were as follows as of or for each of the respective periods presented below (amounts presented exclude any income tax effects):

Fair Values of Derivative Instruments Designated as Hedges in Condensed Consolidated Balance Sheets

 

 

 

 

 

Fair Value as of

 

(in millions)

 

Balance Sheet Location

 

November 30,

2020

 

 

May 31,

2020

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements designated as fair value hedges

 

Other current assets

 

$

17

 

 

$

 

Cross-currency interest rate swap agreements designated as fair value hedges

 

Other non-current assets

 

 

55

 

 

 

 

Interest rate swap agreements designated as fair value hedges

 

Other non-current assets

 

 

 

 

 

29

 

Total derivative assets

 

 

 

$

72

 

 

$

29

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

Cross-currency swap agreements designated as cash flow hedges

 

Other current liabilities

 

$

137

 

 

$

251

 

Cross-currency interest rate swap agreements designated as fair value hedges

 

Other non-current liabilities

 

 

 

 

 

17

 

Total derivative liabilities

 

 

 

$

137

 

 

$

268

 

Effects of Fair Value Hedging Relationships on Hedged Items in Condensed Consolidated Balance Sheets

 

(in millions)

 

November 30,

2020

 

 

May 31,

2020

 

Notes payable, current:

 

 

 

 

 

 

 

 

Carrying amount of hedged item

 

$

1,517

 

 

$

 

Cumulative hedging adjustment included in the carrying amount

 

$

17

 

 

$

 

Notes payable and other borrowings, non-current:

 

 

 

 

 

 

 

 

Carrying amounts of hedged items

 

$

2,217

 

 

$

3,680

 

Cumulative hedging adjustments included in the carrying amount

 

$

111

 

 

$

75

 

 

Effects of Derivative Instruments Designated as Hedges on Income

 

 

 

Three Months Ended November 30,

 

 

 

2020

 

 

2019

 

(in millions)

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

Condensed consolidated statements of operations line amounts in which the hedge effects were recorded

 

$

(11

)

 

$

(600

)

 

$

92

 

 

$

(465

)

Gain (loss) on hedges recognized in income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

$

 

 

$

(7

)

 

$

 

 

$

(4

)

Hedged items

 

 

 

 

 

7

 

 

 

 

 

 

4

 

Cross-currency interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

 

(2

)

 

 

2

 

 

 

5

 

 

 

(16

)

Hedged items

 

 

1

 

 

 

(2

)

 

 

(3

)

 

 

16

 

Cross-currency swap agreements designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of gain (loss) reclassified from accumulated OCI

 

 

12

 

 

 

 

 

 

(10

)

 

 

 

Total gain (loss) on hedges recognized in income

 

$

11

 

 

$

 

 

$

(8

)

 

$

 

 

 

 

 

 

Six Months Ended November 30,

 

 

 

2020

 

 

2019

 

(in millions)

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

Condensed consolidated statements of operations line amounts in which the hedge effects were recorded

 

$

(13

)

 

$

(1,214

)

 

$

191

 

 

$

(959

)

Gain (loss) on hedges recognized in income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

$

 

 

$

(12

)

 

$

 

 

$

12

 

Hedged items

 

 

 

 

 

12

 

 

 

 

 

 

(12

)

Cross-currency interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

 

70

 

 

 

4

 

 

 

(13

)

 

 

7

 

Hedged items

 

 

(62

)

 

 

(4

)

 

 

12

 

 

 

(7

)

Cross-currency swap agreements designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of gain (loss) reclassified from accumulated OCI

 

 

115

 

 

 

 

 

 

(18

)

 

 

 

Total gain (loss) on hedges recognized in income

 

$

123

 

 

$

 

 

$

(19

)

 

$

 

 

Gain (Loss) on Derivative Instruments Designated as Hedges included in Other Comprehensive Income (OCI)

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cross-currency swap agreements designated as cash flow hedges

 

$

6

 

 

$

(2

)

 

$

114

 

 

$

(34

)

 

 

v3.20.2
STOCKHOLDERS' EQUITY
6 Months Ended
Nov. 30, 2020
Stockholders Equity Note [Abstract]  
STOCKHOLDERS' EQUITY

8.

STOCKHOLDERS’ EQUITY

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of November 30, 2020, approximately $7.6 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 158.1 million shares for $9.0 billion during the six months ended November 30, 2020 (including 0.7 million shares for $38 million that were repurchased but not settled) and 181.0 million shares for $10.0 billion during the six months ended November 30, 2019 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

In December 2020, our Board of Directors declared a quarterly cash dividend of $0.24 per share of our outstanding common stock. The dividend is payable on January 21, 2021 to stockholders of record as of the close of business on January 7, 2021. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Fiscal 2021 Stock‑Based Awards Activity and Compensation Expense

During the first half of fiscal 2021, we issued 45 million restricted stock-based units (RSUs), substantially all of which were issued as a part of our annual stock-based award process and are subject to service‑based vesting restrictions. These fiscal 2021 stock-based awards issuances were partially offset by stock-based award forfeitures and cancellations of 23 million shares during the first half of fiscal 2021.

The RSUs that were granted during the six months ended November 30, 2020 have vesting restrictions, valuations and contractual lives of a similar nature to those described in Note 13 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.

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

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cloud services and license support

 

$

36

 

 

$

30

 

 

$

66

 

 

$

61

 

Hardware

 

 

3

 

 

 

3

 

 

 

6

 

 

 

6

 

Services

 

 

14

 

 

 

14

 

 

 

26

 

 

 

28

 

Sales and marketing

 

 

80

 

 

 

37

 

 

 

151

 

 

 

125

 

Research and development

 

 

314

 

 

 

272

 

 

 

590

 

 

 

543

 

General and administrative

 

 

41

 

 

 

41

 

 

 

77

 

 

 

80

 

Total stock-based compensation

 

$

488

 

 

$

397

 

 

$

916

 

 

$

843

 

 

v3.20.2
INCOME TAXES
6 Months Ended
Nov. 30, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES

9.

INCOME TAXES

Our effective tax rates for the periods presented are the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income. Our effective tax rates were 17.8% and 15.7% for the three and six months ended November 30, 2020, respectively, and 17.7% and 16.0% for the three and six months ended November 30, 2019, respectively. 

Our net deferred tax assets were $3.4 billion and $3.2 billion as of November 30, 2020 and May 31, 2020, respectively. We believe that it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2019. Our U.S. federal income tax returns have been examined for all years prior to fiscal 2010, and 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 returns affecting our unrecognized 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, Mexico, 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.

 

v3.20.2
SEGMENT INFORMATION
6 Months Ended
Nov. 30, 2020
Segment Reporting [Abstract]  
SEGMENT INFORMATION

10.

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 the financial information 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 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, such as Oracle Solaris and certain other software, and can also include product repairs, maintenance services and technical support services.

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

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

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

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

8,204

 

 

$

7,938

 

 

$

16,038

 

 

$

15,556

 

Cloud services and license support expenses

 

 

1,008

 

 

 

970

 

 

 

1,966

 

 

 

1,901

 

Sales and marketing expenses

 

 

1,620

 

 

 

1,856

 

 

 

3,253

 

 

 

3,612

 

Margin(2)

 

$

5,576

 

 

$

5,112

 

 

$

10,819

 

 

$

10,043

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

844

 

 

$

871

 

 

$

1,658

 

 

$

1,686

 

Hardware products and support expenses

 

 

236

 

 

 

277

 

 

 

475

 

 

 

541

 

Sales and marketing expenses

 

 

94

 

 

 

114

 

 

 

192

 

 

 

231

 

Margin(2)

 

$

514

 

 

$

480

 

 

$

991

 

 

$

914

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

752

 

 

$

806

 

 

$

1,472

 

 

$

1,593

 

Services expenses

 

 

595

 

 

 

700

 

 

 

1,180

 

 

 

1,365

 

Margin(2)

 

$

157

 

 

$

106

 

 

$

292

 

 

$

228

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

9,800

 

 

$

9,615

 

 

$

19,168

 

 

$

18,835

 

Expenses

 

 

3,553

 

 

 

3,917

 

 

 

7,066

 

 

 

7,650

 

Margin(2)

 

$

6,247

 

 

$

5,698

 

 

$

12,102

 

 

$

11,185

 

 

(1)

Cloud and license revenues presented for management reporting 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 condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2020 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total revenues as reported in our condensed consolidated statements of operations.

(2)

The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating income, net.

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

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Total revenues for operating segments

 

$

9,800

 

 

$

9,615

 

 

$

19,168

 

 

$

18,835

 

Cloud and license revenues(1)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(3

)

Total revenues

 

$

9,800

 

 

$

9,614

 

 

$

19,167

 

 

$

18,832

 

 

Total margin for operating segments

 

$

6,247

 

 

$

5,698

 

 

$

12,102

 

 

$

11,185

 

Cloud and license revenues(1)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(3

)

Research and development

 

 

(1,601

)

 

 

(1,531

)

 

 

(3,190

)

 

 

(3,088

)

General and administrative

 

 

(324

)

 

 

(323

)

 

 

(619

)

 

 

(615

)

Amortization of intangible assets

 

 

(345

)

 

 

(407

)

 

 

(690

)

 

 

(821

)

Acquisition related and other

 

 

(76

)

 

 

(12

)

 

 

(95

)

 

 

(37

)

Restructuring

 

 

(96

)

 

 

(42

)

 

 

(270

)

 

 

(120

)

Stock-based compensation for operating segments

 

 

(133

)

 

 

(84

)

 

 

(249

)

 

 

(220

)

Expense allocations and other, net

 

 

(89

)

 

 

(115

)

 

 

(194

)

 

 

(221

)

Interest expense

 

 

(600

)

 

 

(465

)

 

 

(1,214

)

 

 

(959

)

Non-operating (expense) income, net

 

 

(11

)

 

 

92

 

 

 

(13

)

 

 

191

 

Income before provision for income taxes

 

$

2,972

 

 

$

2,810

 

 

$

5,567

 

 

$

5,292

 

 

(1)

Cloud and license revenues presented for management reporting 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 condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2020 for an explanation of these adjustments and this table for a reconciliation of our total operating segment revenues to our total revenues as reported in our condensed consolidated statements of operations.

Disaggregation of Revenues

We have considered information that is regularly reviewed by our CODMs in evaluating financial performance, and disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues to depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our condensed consolidated statements of operations, the 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. The relative proportion of our total revenues between each geographic region as presented in the table below was materially consistent across each of our operating segments’ revenues for the periods presented.

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Americas

 

$

5,259

 

 

$

5,304

 

 

$

10,327

 

 

$

10,454

 

EMEA(1)

 

 

2,852

 

 

 

2,695

 

 

 

5,590

 

 

 

5,248

 

Asia Pacific

 

 

1,689

 

 

 

1,615

 

 

 

3,250

 

 

 

3,130

 

Total revenues

 

$

9,800

 

 

$

9,614

 

 

$

19,167

 

 

$

18,832

 

 

(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.

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Applications cloud services and license support

 

$

2,901

 

 

$

2,753

 

 

$

5,717

 

 

$

5,457

 

Infrastructure cloud services and license support

 

 

4,211

 

 

 

4,058

 

 

 

8,342

 

 

 

8,159

 

Total cloud services and license support revenues

 

$

7,112

 

 

$

6,811

 

 

$

14,059

 

 

$

13,616

 

 

 

v3.20.2
EARNINGS PER SHARE
6 Months Ended
Nov. 30, 2020
Earnings Per Share [Abstract]  
EARNINGS PER SHARE

11.

EARNINGS PER SHARE

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

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions, except per share data)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

 

$

2,442

 

 

$

2,311

 

 

$

4,693

 

 

$

4,448

 

Weighted average common shares outstanding

 

 

2,977

 

 

 

3,245

 

 

 

3,009

 

 

 

3,281

 

Dilutive effect of employee stock plans

 

 

69

 

 

 

86

 

 

 

67

 

 

 

89

 

Dilutive weighted average common shares outstanding

 

 

3,046

 

 

 

3,331

 

 

 

3,076

 

 

 

3,370

 

Basic earnings per share

 

$

0.82

 

 

$

0.71

 

 

$

1.56

 

 

$

1.36

 

Diluted earnings per share

 

$

0.80

 

 

$

0.69

 

 

$

1.53

 

 

$

1.32

 

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

 

 

36

 

 

 

55

 

 

 

36

 

 

 

55

 

 

(1)

These weighted shares relate to anti-dilutive restricted stock-based awards and stock options, both of which were service-based, as calculated using the treasury stock method and contingently issuable shares, substantially all of which were related to performance based stock option (PSO) arrangements. Such shares could be dilutive in the future.

v3.20.2
LEGAL PROCEEDINGS
6 Months Ended
Nov. 30, 2020
Legal Proceedings [Abstract]  
LEGAL PROCEEDINGS

12.

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.

Oracle has posted a mandated surety bond with the trial court for the amounts owing. No amounts have been paid or recorded to our results of operations. We continue to believe that we have meritorious defenses against HP’s claims, and we intend to present these defenses to the appellate court. Oracle filed its opening brief on March 7, 2019. Briefing on the appeal was completed November 1, 2019, and the appellate court has not scheduled a date for oral argument. We cannot currently estimate a reasonably possible range of loss for this action due to the complexities and uncertainty surrounding the appeal process and the nature of the claims. Litigation is inherently unpredictable, and the outcome of the appeal process related to this action is uncertain. It is possible that the resolution of this action could have a material impact on our future cash flows and results of operations.

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 alleges that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. (NetSuite) at an excessive price. Plaintiff seeks 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 its initial complaint, plaintiff filed several amended complaints. Plaintiff filed its most recent amended complaint on October 22, 2020, and on October 23, 2020, plaintiff brought a motion for leave to file a further amended complaint. 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 September 8, 2020, the estate of Mark Hurd and the two other members of our Board of Directors moved to dismiss this complaint, when it was, at the time, a proposed amended complaint. No hearing has been scheduled on this motion. On November 6, 2020, our Chief Executive Officer, our Chief Technology Officer, and Oracle as a nominal defendant filed answers to the operative complaint.

The parties are conducting discovery.

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. The court has not yet ruled on this motion.  We believe that we have meritorious defenses against this action, and we will continue to vigorously defend it.

On February 12, 2019, a stockholder derivative lawsuit was filed in the U.S. District Court for the Northern District of California. The derivative suit is brought by two alleged stockholders of Oracle, purportedly on Oracle’s behalf, against all members of our Board of Directors, and Oracle as a nominal defendant. Plaintiffs claim that the alleged actions described in the August 10, 2018 class action discussed above caused harm to Oracle, and that Oracle’s Board members violated their fiduciary duties of care, loyalty, reasonable inquiry, and good faith by failing to prevent this alleged harm. Plaintiffs also allege that defendants’ actions constitute gross mismanagement, waste, and securities fraud. Plaintiffs seek a ruling that this case may proceed as a derivative action, a finding that defendants are liable for breaching their fiduciary duties, an order directing defendants to enact corporate reforms, attorneys’ fees and costs, and unspecified equitable relief. On April 26, 2019, the court approved a stay of this action, which will be lifted if the class action discussed above is dismissed, if the motion to dismiss the class action is denied, or if either party voluntarily chooses to lift the stay.

On May 8, 2019, a second derivative action was filed in the U.S. District Court for the Northern District of California. The derivative suit is brought by an alleged stockholder of Oracle, purportedly on Oracle’s behalf, against our Chief Technology Officer, our then‑two Chief Executive Officers, one former Oracle executive, and Oracle as a nominal defendant. Plaintiff claims that the alleged actions described in the August 10, 2018 class action discussed above caused harm to Oracle, and plaintiff raises further allegations of impropriety relating to Oracle’s stock buybacks and acquisition of NetSuite. Plaintiff asserts claims for violation of securities laws, violation of fiduciary duties, contribution and indemnification. Plaintiff seeks a ruling that the case may proceed as a derivative action, and seeks damages, declaratory and other equitable relief, attorneys’ and expert fees and costs. On June 4, 2019, the court issued an order finding that this case was related to the derivative case above and staying the case under the court’s prior stay order. On July 8, 2019, plaintiffs in the two derivative actions filed a consolidated complaint. The actions remain stayed.  

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.

Derivative Litigation Concerning Oracle’s Board Composition and Hiring Practices

On July 2 and 10, 2020, two alleged stockholders filed derivative lawsuits in the U.S. District Court for the Northern District of California, purportedly on Oracle’s behalf, and thereafter, filed a consolidated complaint on August 21, 2020. On July 30, 2020, a third alleged stockholder filed a derivative lawsuit in the same court. On October 16, 2020, defendants moved to consolidate all these actions, and the court granted this motion on November 30, 2020.

On December 7, 2020, plaintiffs filed a consolidated derivative complaint against all members of our Board of Directors, and Oracle as a nominal defendant, seeking declaratory and injunctive relief, monetary damages, interest, corporate governance changes, disgorgement, restitution, punitive damages, and an award of attorneys’ fees, expert fees, and costs. Plaintiffs allege that: (a) defendants breached their fiduciary duties by permitting Oracle to violate anti-discrimination laws and Oracle’s own policies, failing to ensure sufficient diversity on the board, failing to ensure an independent board chairman, rehiring Ernst & Young LLP as Oracle’s auditors, and by breaching the HP Settlement Agreement (discussed above); (b)  defendants made false and misleading statements in Oracle’s proxy statements; (c) defendants received unjust compensation and were unjustly enriched; (d) defendants aided and abetted this conduct; and (e) our Chief Technology Officer and our Chief Executive Officer are liable for abuse of control. Defendants’ response to this complaint is currently due on January 6, 2020.

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.

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.

v3.20.2
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Policies)
6 Months Ended
Nov. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.

We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for our fiscal year ending May 31, 2021.

During the first half of fiscal 2021, we adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance; and ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), neither of which had a material impact to our current or historical condensed consolidated financial statements. There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the six months ended November 30, 2020.

Remaining Performance Obligations from Contracts with Customers

Remaining Performance Obligations from Contracts with Customers

Trade receivables, net of allowance for doubtful accounts, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of November 30, 2020 and May 31, 2020. The revenues recognized during the six months ended November 30, 2020 and 2019, respectively, that were included in the opening deferred revenues balances as of May 31, 2020 and 2019, respectively, were approximately $5.9 billion and $6.2 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial in each of the three and six months ended November 30, 2020 and 2019, respectively.  

Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020, were $34.4 billion as of November 30, 2020, approximately 60% of which we expect to recognize as revenues over the next twelve months and the remainder thereafter.

Sales of Financing Receivables

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $300 million and $977 million for the three and six months ended November 30, 2020, respectively, and $196 million and $876 million for the three and six months ended November 30, 2019, respectively.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of November 30, 2020 and May 31, 2020 and our condensed consolidated statements of cash flows for the six months ended November 30, 2020 and 2019 was nominal.

Acquisition Related and Other Expenses

Acquisition Related and Other Expenses

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

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Transitional and other employee related costs

 

$

1

 

 

$

3

 

 

$

3

 

 

$

7

 

Business combination adjustments, net

 

 

 

 

 

(4

)

 

 

1

 

 

 

2

 

Other, net

 

 

75

 

 

 

13

 

 

 

91

 

 

 

28

 

Total acquisition related and other expenses

 

$

76

 

 

$

12

 

 

$

95

 

 

$

37

 

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) and net other income and expenses, including net realized gains and losses related to all of our investments, net unrealized gains and losses related to the small portion of our investment portfolio related to our deferred compensation plan, net unrealized gains and losses related to equity securities and non-service net periodic pension income and losses.

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Interest income

 

$

27

 

 

$

145

 

 

$

58

 

 

$

335

 

Foreign currency losses, net

 

 

(16

)

 

 

(26

)

 

 

(66

)

 

 

(80

)

Noncontrolling interests in income

 

 

(43

)

 

 

(46

)

 

 

(81

)

 

 

(87

)

Other, net

 

 

21

 

 

 

19

 

 

 

76

 

 

 

23

 

Total non-operating (expenses) income, net

 

$

(11

)

 

$

92

 

 

$

(13

)

 

$

191

 

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). ASU 2020-04 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 ASU 2020-04 when our relevant contracts are modified upon transition to alternative reference rates. We do not expect our adoption of ASU 2020-04 to have a material impact on our consolidated financial statements.

Income Taxes:  In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which is intended to simplify various areas related to the accounting for income taxes and improve consistent application of Topic 740. ASU 2019-12 is effective for us beginning in fiscal 2022, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2019-12 on our consolidated financial statements.

Fair Value Measurements

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

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

 

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

 

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

 

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

Segment Information ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.
v3.20.2
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Tables)
6 Months Ended
Nov. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Acquisition Related and Other Expenses

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Transitional and other employee related costs

 

$

1

 

 

$

3

 

 

$

3

 

 

$

7

 

Business combination adjustments, net

 

 

 

 

 

(4

)

 

 

1

 

 

 

2

 

Other, net

 

 

75

 

 

 

13

 

 

 

91

 

 

 

28

 

Total acquisition related and other expenses

 

$

76

 

 

$

12

 

 

$

95

 

 

$

37

 

Non-Operating Income, net

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Interest income

 

$

27

 

 

$

145

 

 

$

58

 

 

$

335

 

Foreign currency losses, net

 

 

(16

)

 

 

(26

)

 

 

(66

)

 

 

(80

)

Noncontrolling interests in income

 

 

(43

)

 

 

(46

)

 

 

(81

)

 

 

(87

)

Other, net

 

 

21

 

 

 

19

 

 

 

76

 

 

 

23

 

Total non-operating (expenses) income, net

 

$

(11

)

 

$

92

 

 

$

(13

)

 

$

191

 

v3.20.2
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Nov. 30, 2020
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

 

 

November 30, 2020

 

 

May 31, 2020

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities and other

 

$

1,737

 

 

$

6,488

 

 

$

8,225

 

 

$

4,036

 

 

$

2,589

 

 

$

6,625

 

Commercial paper debt securities

 

 

 

 

 

4,356

 

 

 

4,356

 

 

 

 

 

 

5,640

 

 

 

5,640

 

Money market funds

 

 

11,246

 

 

 

 

 

 

11,246

 

 

 

18,587

 

 

 

 

 

 

18,587

 

Derivative financial instruments

 

 

 

 

 

72

 

 

 

72

 

 

 

 

 

 

29

 

 

 

29

 

Total assets

 

$

12,983

 

 

$

10,916

 

 

$

23,899

 

 

$

22,623

 

 

$

8,258

 

 

$

30,881

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

 

 

$

137

 

 

$

137

 

 

$

 

 

$

268

 

 

$

268

 

v3.20.2
INTANGIBLE ASSETS AND GOODWILL (Tables)
6 Months Ended
Nov. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets

 

 

 

Intangible Assets, Gross

 

 

Accumulated Amortization

 

 

Intangible Assets, Net

 

(in millions)

 

May 31,

2020

 

 

Additions &

Adjustments, net(1)

 

 

November 30,

2020

 

 

May 31,

2020

 

 

Expense

 

 

November 30,

2020

 

 

May 31,

2020

 

 

November 30,

2020

 

Developed technology

 

$

4,471

 

 

$

3

 

 

$

4,474

 

 

$

(3,290

)

 

$

(316

)

 

$

(3,606

)

 

$

1,181

 

 

$

868

 

Cloud services and license support agreements and related relationships

 

 

5,589

 

 

 

10

 

 

 

5,599

 

 

 

(3,271

)

 

 

(329

)

 

 

(3,600

)

 

 

2,318

 

 

 

1,999

 

Other

 

 

1,341

 

 

 

 

 

 

1,341

 

 

 

(1,102

)

 

 

(45

)

 

 

(1,147

)

 

 

239

 

 

 

194

 

Total intangible assets, net

 

$

11,401

 

 

$

13

 

 

$

11,414

 

 

$

(7,663

)

 

$

(690

)

 

$

(8,353

)

 

$

3,738

 

 

$

3,061

 

 

(1)

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

Estimated Future Amortization Expenses Related to Intangible Assets

 

Remainder of fiscal 2021

 

$

668

 

Fiscal 2022

 

 

1,106

 

Fiscal 2023

 

 

682

 

Fiscal 2024

 

 

445

 

Fiscal 2025

 

 

126

 

Fiscal 2026

 

 

24

 

Thereafter

 

 

10

 

Total intangible assets, net

 

$

3,061

 

 

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)

 

 

96

 

 

 

 

 

 

12

 

 

 

108

 

Balances as of November 30, 2020

 

$

39,733

 

 

$

2,367

 

 

$

1,777

 

 

$

43,877

 

 

(1)

Pursuant to our business combinations accounting policy, we recorded goodwill adjustments for the effects on goodwill of changes to net assets acquired during the period that such a change is identified, provided that any such change is within the measurement period (up to one year from the date of the acquisition). Amounts also include any changes in goodwill balances for the period presented that resulted from foreign currency translations.

v3.20.2
RESTRUCTURING ACTIVITIES (Tables)
6 Months Ended
Nov. 30, 2020
Restructuring And Related Activities [Abstract]  
Summary of All Plans

 

 

Accrued

May 31,

2020(2)

 

 

Six Months Ended November 30, 2020

 

 

Accrued

November 30,

2020(2)

 

 

Total

Costs

Accrued

to Date

 

 

Total

Expected

Program

Costs

 

(in millions)

 

 

 

Initial

Costs(3)

 

 

Adj. to

Cost(4)

 

 

Cash

Payments

 

 

Others(5)

 

 

 

 

 

 

 

2019 Restructuring Plan(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and license

 

$

75

 

 

$

126

 

 

$

(15

)

 

$

(112

)

 

$

7

 

 

$

81

 

 

$

414

 

 

$

454

 

Hardware

 

 

14

 

 

 

24

 

 

 

(1

)

 

 

(21

)

 

 

 

 

 

16

 

 

 

103

 

 

 

106

 

Services

 

 

27

 

 

 

37

 

 

 

(2

)

 

 

(31

)

 

 

2

 

 

 

33

 

 

 

126

 

 

 

147

 

Other(6)

 

 

22

 

 

 

100

 

 

 

 

 

 

(80

)

 

 

3

 

 

 

45

 

 

 

363

 

 

 

369

 

Total 2019 Restructuring Plan

 

$

138

 

 

$

287

 

 

$

(18

)

 

$

(244

)

 

$

12

 

 

$

175

 

 

$

1,006

 

 

$

1,076

 

Total other restructuring plans(7)

 

$

13

 

 

$

2

 

 

$

(1

)

 

$

(2

)

 

$

 

 

$

12

 

 

 

 

 

 

 

 

 

Total restructuring plans

 

$

151

 

 

$

289

 

 

$

(19

)

 

$

(246

)

 

$

12

 

 

$

187

 

 

 

 

 

 

 

 

 

 

(1)

Restructuring costs recorded for individual line items primarily related to employee severance costs.

(2)

As of November 30, 2020 and May 31, 2020, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.

(3)

Costs recorded for the respective restructuring plans during the current 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 adjustments.

(6)

Represents employee related severance costs for functions that are not included within our operating segments and certain other restructuring costs.

(7)

Other restructuring plans presented in the table 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 period presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.

 

v3.20.2
DEFERRED REVENUES (Tables)
6 Months Ended
Nov. 30, 2020
Deferred Revenue Disclosure [Abstract]  
Deferred Revenues

 

(in millions)

 

November 30,

2020

 

 

May 31,

2020

 

Cloud services and license support

 

$

7,057

 

 

$

6,996

 

Hardware

 

 

570

 

 

 

613

 

Services

 

 

395

 

 

 

365

 

Cloud license and on-premise license

 

 

40

 

 

 

28

 

Deferred revenues, current

 

 

8,062

 

 

 

8,002

 

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

 

 

656

 

 

 

597

 

Total deferred revenues

 

$

8,718

 

 

$

8,599

 

v3.20.2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables)
6 Months Ended
Nov. 30, 2020
Derivative Instrument Detail [Abstract]  
Fair Values of Derivative Instruments Designated as Hedges in Condensed Consolidated Balance Sheets

 

 

 

 

 

Fair Value as of

 

(in millions)

 

Balance Sheet Location

 

November 30,

2020

 

 

May 31,

2020

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements designated as fair value hedges

 

Other current assets

 

$

17

 

 

$

 

Cross-currency interest rate swap agreements designated as fair value hedges

 

Other non-current assets

 

 

55

 

 

 

 

Interest rate swap agreements designated as fair value hedges

 

Other non-current assets

 

 

 

 

 

29

 

Total derivative assets

 

 

 

$

72

 

 

$

29

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

Cross-currency swap agreements designated as cash flow hedges

 

Other current liabilities

 

$

137

 

 

$

251

 

Cross-currency interest rate swap agreements designated as fair value hedges

 

Other non-current liabilities

 

 

 

 

 

17

 

Total derivative liabilities

 

 

 

$

137

 

 

$

268

 

Effects of Fair Value Hedging Relationships on Hedged Items in Condensed Consolidated Balance Sheets

(in millions)

 

November 30,

2020

 

 

May 31,

2020

 

Notes payable, current:

 

 

 

 

 

 

 

 

Carrying amount of hedged item

 

$

1,517

 

 

$

 

Cumulative hedging adjustment included in the carrying amount

 

$

17

 

 

$

 

Notes payable and other borrowings, non-current:

 

 

 

 

 

 

 

 

Carrying amounts of hedged items

 

$

2,217

 

 

$

3,680

 

Cumulative hedging adjustments included in the carrying amount

 

$

111

 

 

$

75

 

 

Effects of Derivative Instruments Designated as Hedges on Income

 

 

Three Months Ended November 30,

 

 

 

2020

 

 

2019

 

(in millions)

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

Condensed consolidated statements of operations line amounts in which the hedge effects were recorded

 

$

(11

)

 

$

(600

)

 

$

92

 

 

$

(465

)

Gain (loss) on hedges recognized in income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

$

 

 

$

(7

)

 

$

 

 

$

(4

)

Hedged items

 

 

 

 

 

7

 

 

 

 

 

 

4

 

Cross-currency interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

 

(2

)

 

 

2

 

 

 

5

 

 

 

(16

)

Hedged items

 

 

1

 

 

 

(2

)

 

 

(3

)

 

 

16

 

Cross-currency swap agreements designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of gain (loss) reclassified from accumulated OCI

 

 

12

 

 

 

 

 

 

(10

)

 

 

 

Total gain (loss) on hedges recognized in income

 

$

11

 

 

$

 

 

$

(8

)

 

$

 

 

 

 

 

Six Months Ended November 30,

 

 

 

2020

 

 

2019

 

(in millions)

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

 

Non-operating (expenses)

income, net

 

 

Interest

expense

 

Condensed consolidated statements of operations line amounts in which the hedge effects were recorded

 

$

(13

)

 

$

(1,214

)

 

$

191

 

 

$

(959

)

Gain (loss) on hedges recognized in income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

$

 

 

$

(12

)

 

$

 

 

$

12

 

Hedged items

 

 

 

 

 

12

 

 

 

 

 

 

(12

)

Cross-currency interest rate swap agreements designated as fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

 

70

 

 

 

4

 

 

 

(13

)

 

 

7

 

Hedged items

 

 

(62

)

 

 

(4

)

 

 

12

 

 

 

(7

)

Cross-currency swap agreements designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of gain (loss) reclassified from accumulated OCI

 

 

115

 

 

 

 

 

 

(18

)

 

 

 

Total gain (loss) on hedges recognized in income

 

$

123

 

 

$

 

 

$

(19

)

 

$

 

 

Effects of Derivative Instruments Designated as Hedges on Other Comprehensive Income (OCI) or Loss (OCL)

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cross-currency swap agreements designated as cash flow hedges

 

$

6

 

 

$

(2

)

 

$

114

 

 

$

(34

)

 

v3.20.2
STOCKHOLDERS' EQUITY (Tables)
6 Months Ended
Nov. 30, 2020
Stockholders Equity Note [Abstract]  
Stock-Based Compensation Expense

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cloud services and license support

 

$

36

 

 

$

30

 

 

$

66

 

 

$

61

 

Hardware

 

 

3

 

 

 

3

 

 

 

6

 

 

 

6

 

Services

 

 

14

 

 

 

14

 

 

 

26

 

 

 

28

 

Sales and marketing

 

 

80

 

 

 

37

 

 

 

151

 

 

 

125

 

Research and development

 

 

314

 

 

 

272

 

 

 

590

 

 

 

543

 

General and administrative

 

 

41

 

 

 

41

 

 

 

77

 

 

 

80

 

Total stock-based compensation

 

$

488

 

 

$

397

 

 

$

916

 

 

$

843

 

v3.20.2
SEGMENT INFORMATION (Tables)
6 Months Ended
Nov. 30, 2020
Segment Reporting [Abstract]  
Summary of Businesses Results

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cloud and license:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

8,204

 

 

$

7,938

 

 

$

16,038

 

 

$

15,556

 

Cloud services and license support expenses

 

 

1,008

 

 

 

970

 

 

 

1,966

 

 

 

1,901

 

Sales and marketing expenses

 

 

1,620

 

 

 

1,856

 

 

 

3,253

 

 

 

3,612

 

Margin(2)

 

$

5,576

 

 

$

5,112

 

 

$

10,819

 

 

$

10,043

 

Hardware:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

844

 

 

$

871

 

 

$

1,658

 

 

$

1,686

 

Hardware products and support expenses

 

 

236

 

 

 

277

 

 

 

475

 

 

 

541

 

Sales and marketing expenses

 

 

94

 

 

 

114

 

 

 

192

 

 

 

231

 

Margin(2)

 

$

514

 

 

$

480

 

 

$

991

 

 

$

914

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

752

 

 

$

806

 

 

$

1,472

 

 

$

1,593

 

Services expenses

 

 

595

 

 

 

700

 

 

 

1,180

 

 

 

1,365

 

Margin(2)

 

$

157

 

 

$

106

 

 

$

292

 

 

$

228

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues(1)

 

$

9,800

 

 

$

9,615

 

 

$

19,168

 

 

$

18,835

 

Expenses

 

 

3,553

 

 

 

3,917

 

 

 

7,066

 

 

 

7,650

 

Margin(2)

 

$

6,247

 

 

$

5,698

 

 

$

12,102

 

 

$

11,185

 

 

(1)

Cloud and license revenues presented for management reporting 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 condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2020 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total revenues as reported in our condensed consolidated statements of operations.

(2)

The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating income, net.

Reconciliation of Total Operating Segment Revenues to Total Revenues

 

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Total revenues for operating segments

 

$

9,800

 

 

$

9,615

 

 

$

19,168

 

 

$

18,835

 

Cloud and license revenues(1)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(3

)

Total revenues

 

$

9,800

 

 

$

9,614

 

 

$

19,167

 

 

$

18,832

 

Reconciliation of Total Operating Segment Margin to Income before Provision for Income Taxes

 

Total margin for operating segments

 

$

6,247

 

 

$

5,698

 

 

$

12,102

 

 

$

11,185

 

Cloud and license revenues(1)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(3

)

Research and development

 

 

(1,601

)

 

 

(1,531

)

 

 

(3,190

)

 

 

(3,088

)

General and administrative

 

 

(324

)

 

 

(323

)

 

 

(619

)

 

 

(615

)

Amortization of intangible assets

 

 

(345

)

 

 

(407

)

 

 

(690

)

 

 

(821

)

Acquisition related and other

 

 

(76

)

 

 

(12

)

 

 

(95

)

 

 

(37

)

Restructuring

 

 

(96

)

 

 

(42

)

 

 

(270

)

 

 

(120

)

Stock-based compensation for operating segments

 

 

(133

)

 

 

(84

)

 

 

(249

)

 

 

(220

)

Expense allocations and other, net

 

 

(89

)

 

 

(115

)

 

 

(194

)

 

 

(221

)

Interest expense

 

 

(600

)

 

 

(465

)

 

 

(1,214

)

 

 

(959

)

Non-operating (expense) income, net

 

 

(11

)

 

 

92

 

 

 

(13

)

 

 

191

 

Income before provision for income taxes

 

$

2,972

 

 

$

2,810

 

 

$

5,567

 

 

$

5,292

 

 

(1)

Cloud and license revenues presented for management reporting 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 condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2020 for an explanation of these adjustments and this table for a reconciliation of our total operating segment revenues to our total revenues as reported in our condensed consolidated statements of operations.

Disaggregation of Revenue by Geography and Ecosystem

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Americas

 

$

5,259

 

 

$

5,304

 

 

$

10,327

 

 

$

10,454

 

EMEA(1)

 

 

2,852

 

 

 

2,695

 

 

 

5,590

 

 

 

5,248

 

Asia Pacific

 

 

1,689

 

 

 

1,615

 

 

 

3,250

 

 

 

3,130

 

Total revenues

 

$

9,800

 

 

$

9,614

 

 

$

19,167

 

 

$

18,832

 

 

(1)

Comprised of Europe, the Middle East and Africa

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Applications cloud services and license support

 

$

2,901

 

 

$

2,753

 

 

$

5,717

 

 

$

5,457

 

Infrastructure cloud services and license support

 

 

4,211

 

 

 

4,058

 

 

 

8,342

 

 

 

8,159

 

Total cloud services and license support revenues

 

$

7,112

 

 

$

6,811

 

 

$

14,059

 

 

$

13,616

 

 

v3.20.2
EARNINGS PER SHARE (Tables)
6 Months Ended
Nov. 30, 2020
Earnings Per Share [Abstract]  
Earnings Per Share

 

 

Three Months Ended

November 30,

 

 

Six Months Ended

November 30,

 

(in millions, except per share data)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

 

$

2,442

 

 

$

2,311

 

 

$

4,693

 

 

$

4,448

 

Weighted average common shares outstanding

 

 

2,977

 

 

 

3,245

 

 

 

3,009

 

 

 

3,281

 

Dilutive effect of employee stock plans

 

 

69

 

 

 

86

 

 

 

67

 

 

 

89

 

Dilutive weighted average common shares outstanding

 

 

3,046

 

 

 

3,331

 

 

 

3,076

 

 

 

3,370

 

Basic earnings per share

 

$

0.82

 

 

$

0.71

 

 

$

1.56

 

 

$

1.36

 

Diluted earnings per share

 

$

0.80

 

 

$

0.69

 

 

$

1.53

 

 

$

1.32

 

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

 

 

36

 

 

 

55

 

 

 

36

 

 

 

55

 

 

(1)

These weighted shares relate to anti-dilutive restricted stock-based awards and stock options, both of which were service-based, as calculated using the treasury stock method and contingently issuable shares, substantially all of which were related to performance based stock option (PSO) arrangements. Such shares could be dilutive in the future.

v3.20.2
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Contract with Customer, Asset and Liability [Abstract]        
Revenues recognized included in opening deferred revenues balances     $ 5,900 $ 6,200
Revenue, Performance Obligation [Abstract]        
Remaining Performance Obligation, Amount, Total $ 34,400   $ 34,400  
Remaining Performance Obligation, Percentage, to be recognized in the next twelve months 60.00%   60.00%  
Sales of Financing Receivables [Abstract]        
Sales of financing receivables $ 300 $ 196 $ 977 $ 876
v3.20.2
BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Acquisition Related and Other Expenses [Abstract]        
Transitional and other employee related costs $ 1 $ 3 $ 3 $ 7
Business combination adjustments, net 0 (4) 1 2
Other, net 75 13 91 28
Total acquisition related and other expenses 76 12 95 37
Non-Operating Income, net [Abstract]        
Interest income 27 145 58 335
Foreign currency losses, net (16) (26) (66) (80)
Noncontrolling interests in income (43) (46) (81) (87)
Other, net 21 19 76 23
Total non-operating (expenses) income, net $ (11) $ 92 $ (13) $ 191
v3.20.2
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Millions
Nov. 30, 2020
May 31, 2020
Assets [Abstract]    
Derivative financial instruments $ 72 $ 29
Total assets 23,899 30,881
Liabilities [Abstract]    
Derivative financial instruments 137 268
Commercial Paper Debt Securities [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 4,356 5,640
Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 11,246 18,587
Corporate Debt Securities and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 8,225 6,625
Fair Value Measurements Using Input Types Level 1 [Member]    
Assets [Abstract]    
Derivative financial instruments 0 0
Total assets 12,983 22,623
Liabilities [Abstract]    
Derivative financial instruments 0 0
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 11,246 18,587
Fair Value Measurements Using Input Types Level 1 [Member] | Corporate Debt Securities and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 1,737 4,036
Fair Value Measurements Using Input Types Level 2 [Member]    
Assets [Abstract]    
Derivative financial instruments 72 29
Total assets 10,916 8,258
Liabilities [Abstract]    
Derivative financial instruments 137 268
Fair Value Measurements Using Input Types Level 2 [Member] | Commercial Paper Debt Securities [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 4,356 5,640
Fair Value Measurements Using Input Types Level 2 [Member] | Money Market Funds [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents 0 0
Fair Value Measurements Using Input Types Level 2 [Member] | Corporate Debt Securities and Other [Member]    
Assets [Abstract]    
Investments and cash and cash equivalents $ 6,488 $ 2,589
v3.20.2
FAIR VALUE MEASUREMENTS Narrative (Details) - Senior notes [Member] - USD ($)
$ in Billions
Nov. 30, 2020
May 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total debt, carrying value $ 70.8 $ 71.6
Fair Value Measurements Using Input Types Level 2 [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total debt, fair value $ 82.1 $ 80.9
v3.20.2
INTANGIBLE ASSETS (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
May 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross $ 11,414   $ 11,414   $ 11,401
Additions & Adjustments, net [1]     13    
Accumulated Amortization (8,353)   (8,353)   (7,663)
Expense (345) $ (407) (690) $ (821)  
Intangible Assets, Net 3,061   3,061   3,738
Developed technology [Member]          
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross 4,474   4,474   4,471
Additions & Adjustments, net [1]     3    
Accumulated Amortization (3,606)   (3,606)   (3,290)
Expense     (316)    
Intangible Assets, Net 868   868   1,181
Cloud services and license support agreements and related relationships [Member]          
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross 5,599   5,599   5,589
Additions & Adjustments, net [1]     10    
Accumulated Amortization (3,600)   (3,600)   (3,271)
Expense     (329)    
Intangible Assets, Net 1,999   1,999   2,318
Other [Member]          
Acquired Finite-Lived Intangible Assets [Line Items]          
Intangible Assets, Gross 1,341   1,341   1,341
Additions & Adjustments, net [1]     0    
Accumulated Amortization (1,147)   (1,147)   (1,102)
Expense     (45)    
Intangible Assets, Net $ 194   $ 194   $ 239
[1]

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

v3.20.2
INTANGIBLE ASSETS AMORTIZATION (Details) - USD ($)
$ in Millions
Nov. 30, 2020
May 31, 2020
Finite lived intangible assets future amortization expense [Abstract]    
Remainder of fiscal 2021 $ 668  
Fiscal 2022 1,106  
Fiscal 2023 682  
Fiscal 2024 445  
Fiscal 2025 126  
Fiscal 2026 24  
Thereafter 10  
Intangible Assets, Net $ 3,061 $ 3,738
v3.20.2
GOODWILL (Details)
$ in Millions
6 Months Ended
Nov. 30, 2020
USD ($)
Goodwill [Line Items]  
Balances at period start $ 43,769
Goodwill adjustments, net 108 [1]
Balances at period end 43,877
Cloud and License [Member]  
Goodwill [Line Items]  
Balances at period start 39,637
Goodwill adjustments, net 96 [1]
Balances at period end 39,733
Hardware [Member]  
Goodwill [Line Items]  
Balances at period start 2,367
Goodwill adjustments, net 0 [1]
Balances at period end 2,367
Services [Member]  
Goodwill [Line Items]  
Balances at period start 1,765
Goodwill adjustments, net 12 [1]
Balances at period end $ 1,777
[1] Pursuant to our business combinations accounting policy, we recorded goodwill adjustments for the effects on goodwill of changes to net assets acquired during the period that such a change is identified, provided that any such change is within the measurement period (up to one year from the date of the acquisition). Amounts also include any changes in goodwill balances for the period presented that resulted from foreign currency translations.
v3.20.2
RESTRUCTURING ACTIVITIES Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Restructuring reserve [Line Items]        
Restructuring expenses $ 96 $ 42 $ 270 $ 120
Fiscal 2019 Oracle Restructuring [Member]        
Restructuring reserve [Line Items]        
Restructuring expenses     $ 269 $ 125
v3.20.2
RESTRUCTURING ACTIVITIES (Details)
$ in Millions
6 Months Ended
Nov. 30, 2020
USD ($)
[2]
Restructuring reserve [Line Items]  
Accrued at period start $ 151 [1]
Initial Costs 289 [3]
Adjustments to Cost (19) [4]
Cash Payments (246)
Others 12 [5]
Accrued at period end 187 [1]
Fiscal 2019 Oracle Restructuring [Member]  
Restructuring reserve [Line Items]  
Accrued at period start 138 [1]
Initial Costs 287 [3]
Adjustments to Cost (18) [4]
Cash Payments (244)
Others 12 [5]
Accrued at period end 175 [1]
Total Costs Accrued to Date 1,006
Total Expected Program Costs 1,076
Fiscal 2019 Oracle Restructuring [Member] | Other [Member]  
Restructuring reserve [Line Items]  
Accrued at period start 22 [1],[6]
Initial Costs 100 [3],[6]
Adjustments to Cost 0 [4],[6]
Cash Payments (80) [6]
Others 3 [5],[6]
Accrued at period end 45 [1],[6]
Total Costs Accrued to Date 363 [6]
Total Expected Program Costs 369 [6]
Fiscal 2019 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member]  
Restructuring reserve [Line Items]  
Accrued at period start 75 [1]
Initial Costs 126 [3]
Adjustments to Cost (15) [4]
Cash Payments (112)
Others 7 [5]
Accrued at period end 81 [1]
Total Costs Accrued to Date 414
Total Expected Program Costs 454
Fiscal 2019 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member]  
Restructuring reserve [Line Items]  
Accrued at period start 14 [1]
Initial Costs 24 [3]
Adjustments to Cost (1) [4]
Cash Payments (21)
Others 0 [5]
Accrued at period end 16 [1]
Total Costs Accrued to Date 103
Total Expected Program Costs 106
Fiscal 2019 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member]  
Restructuring reserve [Line Items]  
Accrued at period start 27 [1]
Initial Costs 37 [3]
Adjustments to Cost (2) [4]
Cash Payments (31)
Others 2 [5]
Accrued at period end 33 [1]
Total Costs Accrued to Date 126
Total Expected Program Costs 147
Other Restructuring Plans [Member]  
Restructuring reserve [Line Items]  
Accrued at period start 13 [1],[7]
Initial Costs 2 [3],[7]
Adjustments to Cost (1) [4],[7]
Cash Payments (2) [7]
Others 0 [5],[7]
Accrued at period end $ 12 [1],[7]
[1] As of November 30, 2020 and May 31, 2020, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.
[2] Restructuring costs recorded for individual line items primarily related to employee severance costs.
[3] Costs recorded for the respective restructuring plans during the current 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 adjustments.
[6] Represents employee related severance costs for functions that are not included within our operating segments and certain other restructuring costs.
[7] Other restructuring plans presented in the table 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 period presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.
v3.20.2
DEFERRED REVENUES (Details) - USD ($)
$ in Millions
Nov. 30, 2020
May 31, 2020
Deferred Revenues [Line Items]    
Deferred revenues, current $ 8,062 $ 8,002
Deferred revenues, non-current (in other non-current liabilities) 656 597
Total deferred revenues 8,718 8,599
Cloud services and license support [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 7,057 6,996
Hardware [Member] | Hardware [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 570 613
Services [Member] | Services [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current 395 365
Cloud license and on-premise license [Member] | Cloud and License [Member]    
Deferred Revenues [Line Items]    
Deferred revenues, current $ 40 $ 28
v3.20.2
DERIVATIVE FINANCIAL INSTRUMENTS Narrative (Details) - Foreign Currency Forward Contracts Not Designated as Hedges [Member] - USD ($)
$ in Billions
Nov. 30, 2020
May 31, 2020
Forward contracts held to purchase U.S. Dollars [Member]    
Foreign Currency Forward Contracts Not Designated as Hedges (Narrative) [Abstract]    
Notional amounts of forward contracts $ 3.9 $ 4.2
Forward contracts held to sell U.S. Dollars [Member]    
Foreign Currency Forward Contracts Not Designated as Hedges (Narrative) [Abstract]    
Notional amounts of forward contracts $ 3.9 $ 3.9
v3.20.2
DERIVATIVE FINANCIAL INSTRUMENTS EFFECTS ON BALANCE SHEETS (Details) - USD ($)
$ in Millions
Nov. 30, 2020
May 31, 2020
Derivative assets:    
Total derivative assets $ 72 $ 29
Derivative liabilities:    
Total derivative liabilities 137 268
Fair value hedges [Member] | Notes payable, current [Member]    
Fair Values of Derivative Instruments Designated as Hedges in Condensed Consolidated Balance Sheets [Abstract]    
Carrying amount of hedged item 1,517 0
Cumulative hedging adjustment included in the carrying amount 17 0
Fair value hedges [Member] | Notes payable and other borrowings, non-current [Member]    
Fair Values of Derivative Instruments Designated as Hedges in Condensed Consolidated Balance Sheets [Abstract]    
Carrying amount of hedged item 2,217 3,680
Cumulative hedging adjustment included in the carrying amount 111 75
Fair value hedges [Member] | Interest Rate Swaps [Member] | Other current assets [Member]    
Derivative assets:    
Total derivative assets 17 0
Fair value hedges [Member] | Interest Rate Swaps [Member] | Other non-current assets [Member]    
Derivative assets:    
Total derivative assets 0 29
Fair value hedges [Member] | Cross-currency interest rate swap agreements [Member] | Other non-current assets [Member]    
Derivative assets:    
Total derivative assets 55 0
Fair value hedges [Member] | Cross-currency interest rate swap agreements [Member] | Other non-current liabilities [Member]    
Derivative liabilities:    
Total derivative liabilities 0 17
Cash flow hedges [Member] | Cross-Currency Swap [Member] | Other current liabilities [Member]    
Derivative liabilities:    
Total derivative liabilities $ 137 $ 251
v3.20.2
DERIVATIVE FINANCIAL INSTRUMENTS EFFECTS ON EARNINGS AND AOCL (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Derivative [Line Items]        
Non-operating (expenses) income, net $ (11) $ 92 $ (13) $ 191
Interest expense (600) (465) (1,214) (959)
Non-Operating (Expenses) Income, Net [Member]        
Derivative [Line Items]        
Non-operating (expenses) income, net (11) 92 (13) 191
Effects of derivative instruments designated as hedges on income [Abstract]:        
Total gain (loss) on hedges recognized in income 11 (8) 123 (19)
Interest Expense [Member]        
Derivative [Line Items]        
Interest expense (600) (465) (1,214) (959)
Effects of derivative instruments designated as hedges on income [Abstract]:        
Total gain (loss) on hedges recognized in income 0 0 0 0
Fair value hedges [Member] | Non-Operating (Expenses) Income, Net [Member] | Interest Rate Swaps [Member]        
Effects of derivative instruments designated as hedges on income [Abstract]:        
Derivative instruments 0 0 0 0
Hedged items 0 0 0 0
Fair value hedges [Member] | Non-Operating (Expenses) Income, Net [Member] | Cross-currency interest rate swap agreements [Member]        
Effects of derivative instruments designated as hedges on income [Abstract]:        
Derivative instruments (2) 5 70 (13)
Hedged items 1 (3) (62) 12
Fair value hedges [Member] | Interest Expense [Member] | Interest Rate Swaps [Member]        
Effects of derivative instruments designated as hedges on income [Abstract]:        
Derivative instruments (7) (4) (12) 12
Hedged items 7 4 12 (12)
Fair value hedges [Member] | Interest Expense [Member] | Cross-currency interest rate swap agreements [Member]        
Effects of derivative instruments designated as hedges on income [Abstract]:        
Derivative instruments 2 (16) 4 7
Hedged items (2) 16 (4) (7)
Cash flow hedges [Member] | Cross-Currency Swap Agreements [Member]        
Effects of derivative instruments designated as hedges on income [Abstract]:        
Cross-currency swap agreements designated as cash flow hedges 6 (2) 114 (34)
Cash flow hedges [Member] | Non-Operating (Expenses) Income, Net [Member] | Cross-Currency Swap [Member]        
Effects of derivative instruments designated as hedges on income [Abstract]:        
Amount of gain (loss) reclassified from accumulated OCI 12 (10) 115 (18)
Cash flow hedges [Member] | Interest Expense [Member] | Cross-Currency Swap [Member]        
Effects of derivative instruments designated as hedges on income [Abstract]:        
Amount of gain (loss) reclassified from accumulated OCI $ 0 $ 0 $ 0 $ 0
v3.20.2
STOCKHOLDERS' EQUITY Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
6 Months Ended
Dec. 14, 2020
Nov. 30, 2020
Nov. 30, 2019
Stock Repurchases [Abstract]      
Amount available for future repurchases   $ 7,600  
Repurchases of common stock (in shares)   158.1 181.0
Repurchased amount   $ 9,000 $ 10,000
Repurchased shares that were not settled (in shares)   0.7  
Repurchased amount that was not settled   $ 38  
Stock-based compensation expense and valuations of stock awards [Abstract]      
Restricted stock-based units granted (in shares)   45.0  
Forfeitures and cancellations (in shares)   23.0  
Subsequent Event [Member]      
Dividends on Common Stock [Abstract]      
Dividends declared per share of outstanding common stock (in dollars per share) $ 0.24    
Dividend payable date Jan. 21, 2021    
Dividend record date Jan. 07, 2021    
v3.20.2
STOCKHOLDERS' EQUITY (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 488 $ 397 $ 916 $ 843
Cloud services and license support [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 36 30 66 61
Hardware [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 3 3 6 6
Services [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 14 14 26 28
Sales and marketing [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 80 37 151 125
Research and development [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation 314 272 590 543
General and administrative [Member]        
Stock-based compensation expense and valuations of stock awards [Abstract]        
Total stock-based compensation $ 41 $ 41 $ 77 $ 80
v3.20.2
INCOME TAXES (Details) - USD ($)
$ in Billions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
May 31, 2020
Income Tax Disclosure [Abstract]          
Effective income tax rate 17.80% 17.70% 15.70% 16.00%  
Deferred Tax Assets, Net [Abstract]          
Net deferred tax assets $ 3.4   $ 3.4   $ 3.2
v3.20.2
SEGMENT INFORMATION Narrative (Details)
6 Months Ended
Nov. 30, 2020
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
v3.20.2
SEGMENT INFORMATION (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Segment reporting information [Line Items]        
Revenues $ 9,800 $ 9,614 $ 19,167 $ 18,832
Cloud services and license support expenses [1] 1,064 1,022 2,075 2,003
Sales and marketing expenses [1] 1,836 2,068 3,690 4,086
Margin 3,583 3,183 6,794 6,060
Operating Segments [Member]        
Segment reporting information [Line Items]        
Revenues [2] 9,800 9,615 19,168 18,835
Expenses 3,553 3,917 7,066 7,650
Margin [3] 6,247 5,698 12,102 11,185
Operating Segments [Member] | Cloud and License [Member]        
Segment reporting information [Line Items]        
Revenues [2] 8,204 7,938 16,038 15,556
Cloud services and license support expenses 1,008 970 1,966 1,901
Sales and marketing expenses 1,620 1,856 3,253 3,612
Margin [3] 5,576 5,112 10,819 10,043
Operating Segments [Member] | Hardware [Member]        
Segment reporting information [Line Items]        
Revenues 844 871 1,658 1,686
Hardware products and support expenses 236 277 475 541
Sales and marketing expenses 94 114 192 231
Margin [3] 514 480 991 914
Operating Segments [Member] | Services [Member]        
Segment reporting information [Line Items]        
Revenues 752 806 1,472 1,593
Services expenses 595 700 1,180 1,365
Margin [3] $ 157 $ 106 $ 292 $ 228
[1] Exclusive of amortization of intangible assets, which is shown separately.
[2] Cloud and license revenues presented for management reporting 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 condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2020 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total revenues as reported in our condensed consolidated statements of operations.
[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 income, net.
v3.20.2
SEGMENT INFORMATION RECONCILIATION (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Reconciliation of Operating Segment Revenues to Revenues [Abstract]        
Total revenues $ 9,800 $ 9,614 $ 19,167 $ 18,832
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments 3,583 3,183 6,794 6,060
Total revenues 9,800 9,614 19,167 18,832
Research and development (1,601) (1,531) (3,190) (3,088)
General and administrative (324) (323) (619) (615)
Amortization of intangible assets (345) (407) (690) (821)
Acquisition related and other (76) (12) (95) (37)
Restructuring (96) (42) (270) (120)
Stock-based compensation for operating segments (133) (84) (249) (220)
Expense allocations and other, net (89) (115) (194) (221)
Interest expense (600) (465) (1,214) (959)
Non-operating (expenses) income, net (11) 92 (13) 191
Income before provision for income taxes 2,972 2,810 5,567 5,292
Operating Segments [Member]        
Reconciliation of Operating Segment Revenues to Revenues [Abstract]        
Total revenues [1] 9,800 9,615 19,168 18,835
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total margin for operating segments [2] 6,247 5,698 12,102 11,185
Total revenues [1] 9,800 9,615 19,168 18,835
Cloud and license revenues [Member]        
Reconciliation of Operating Segment Revenues to Revenues [Abstract]        
Total revenues [3] 0 (1) (1) (3)
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract]        
Total revenues [3] $ 0 $ (1) $ (1) $ (3)
[1] Cloud and license revenues presented for management reporting 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 condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2020 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total revenues as reported in our condensed consolidated statements of operations.
[2] The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating income, net.
[3] Cloud and license revenues presented for management reporting 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 condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2020 for an explanation of these adjustments and this table for a reconciliation of our total operating segment revenues to our total revenues as reported in our condensed consolidated statements of operations.
v3.20.2
SUMMARY OF TOTAL REVENUES BY GEOGRAPHIC REGION (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Disaggregation of Revenue [Line Items]        
Total revenues $ 9,800 $ 9,614 $ 19,167 $ 18,832
Americas [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 5,259 5,304 10,327 10,454
EMEA [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues [1] 2,852 2,695 5,590 5,248
Asia Pacific [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues $ 1,689 $ 1,615 $ 3,250 $ 3,130
[1] Comprised of Europe, the Middle East and Africa
v3.20.2
SUMMARY OF CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEMS (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Disaggregation of Revenue [Line Items]        
Total revenues $ 9,800 $ 9,614 $ 19,167 $ 18,832
Applications Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 2,901 2,753 5,717 5,457
Infrastructure Cloud Services and License Support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 4,211 4,058 8,342 8,159
Cloud services and license support [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues $ 7,112 $ 6,811 $ 14,059 $ 13,616
v3.20.2
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2020
Nov. 30, 2019
Nov. 30, 2020
Nov. 30, 2019
Earnings Per Share [Abstract]        
Net income $ 2,442 $ 2,311 $ 4,693 $ 4,448
Weighted average common shares outstanding 2,977 3,245 3,009 3,281
Dilutive effect of employee stock plans 69 86 67 89
Dilutive weighted average common shares outstanding 3,046 3,331 3,076 3,370
Basic earnings per share $ 0.82 $ 0.71 $ 1.56 $ 1.36
Diluted earnings per share $ 0.80 $ 0.69 $ 1.53 $ 1.32
Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation [1] 36 55 36 55
[1] These weighted shares relate to anti-dilutive restricted stock-based awards and stock options, both of which were service-based, as calculated using the treasury stock method and contingently issuable shares, substantially all of which were related to performance based stock option (PSO) arrangements. Such shares could be dilutive in the future.
v3.20.2
LEGAL PROCEEDINGS (Details)
6 Months Ended
Jul. 08, 2019
Claim
Jun. 30, 2016
USD ($)
Nov. 30, 2020
USD ($)
Legal Proceedings [Line Items]      
Plaintiffs claim alleged actions described date     Aug. 10, 2018
Number of derivative action filed with plaintiffs | Claim 2    
Hewlett-Packard Litigation [Member]      
Legal Proceedings [Line Items]      
Damages awarded, value   $ 3,000,000,000.0  
Damages paid, value     $ 0