Form 8-K - Current report

ORACLE CORPORATION

Dated: March 11, 2024

/s/ MARIA SMITH

Maria Smith
Executive Vice President, Chief Accounting Officer
(Principal Accounting Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2024

Oracle Corporation

(Exact name of registrant as specified in its charter)

    Delaware

    001-35992

    54-2185193

    (State or other jurisdiction of incorporation)

    (Commission
File Number)

    (IRS Employer
Identification No.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $0.01 per share
3.125% senior notes due July 2025

    ORCL
 
    New York Stock Exchange
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2—Financial Information

Item 2.02 Results of Operations and Financial Condition

On March 11, 2024, Oracle Corporation (“Oracle”) issued a press release announcing financial results for its fiscal third quarter ended February 29, 2024. A copy of this press release is furnished as Exhibit 99.1 to this report.

Section 8—Other Events

Item 8.01 Other Events

Oracle announced that its Board of Directors has declared a cash dividend of $0.40 per share of outstanding common stock payable on April 24, 2024, to stockholders of record as of the close of business on April 10, 2024.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description of Exhibit
99.1		Press Release dated March 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

For Immediate Release



Contact:	Ken Bond	Deborah Hellinger
	Oracle Investor Relations	Oracle Corporate Communications
	1.650.607.0349	1.212.508.7935
	ken.bond@oracle.com	deborah.hellinger@oracle.com

Oracle Announces Fiscal 2024 Third Quarter Financial Results

•

Q3 GAAP Earnings per Share $0.85, Non-GAAP Earnings per Share up 16% to $1.41

•

Q3 Total Revenue $13.3 billion, up 7% in both USD and constant currency

•

Q3 Total Remaining Performance Obligations up 29% to $80 billion

•

Q3 Cloud Revenue (IaaS plus SaaS) $5.1 billion, up 25% in USD, up 24% in constant currency

•

Q3 Cloud Infrastructure (IaaS) Revenue $1.8 billion, up 49% in both USD and constant currency

•

Q3 Cloud Application (SaaS) Revenue $3.3 billion, up 14% in both USD and constant currency

•

Q3 Fusion Cloud ERP (SaaS) Revenue $0.8 billion, up 18% in both USD and constant currency

•

Q3 NetSuite Cloud ERP (SaaS) Revenue $0.8 billion, up 21% in USD, up 20% in constant currency

AUSTIN, Texas, March 11, 2024 -- Oracle Corporation (NYSE: ORCL) today announced fiscal 2024 Q3 results. Total quarterly revenues were up 7% year-over-year in both USD and constant currency to $13.3 billion. Cloud services and license support revenues were up 12% in USD and up 11% in constant currency to $10.0 billion. Cloud license and on-premise license revenues were down 3% in both USD and constant currency to $1.3 billion.

Q3 GAAP operating income was $3.8 billion. Non-GAAP operating income was $5.8 billion, up 12% in both USD and constant currency. GAAP operating margin was 28%, and non-GAAP operating margin was 44%. GAAP net income was $2.4 billion. Non-GAAP net income was $4.0 billion, up 18% in both USD and constant currency. Q3 GAAP earnings per share was $0.85 while non-GAAP earnings per share was $1.41, up 16% in both USD and constant currency.

Short-term deferred revenues were $8.9 billion. Over the last twelve months, operating cash flow was $18.2 billion and free cash flow was $12.3 billion.

“Large new cloud infrastructure contracts signed in Q3 drove Oracle’s total Remaining Performance Obligations up 29% to over $80 billion—an all-time record,“ said Oracle CEO, Safra Catz. “We expect to continue receiving large contracts reserving cloud infrastructure capacity because the demand for our Gen2 AI infrastructure substantially exceeds supply—despite the fact we are opening new and expanding existing cloud datacenters very, very rapidly. We expect that 43% of our current $80 billion of Remaining Performance Obligations will be recognized as revenue over the next four quarters, and that our Gen2 Cloud Infrastructure business will remain in a hypergrowth phase—up 53% in Q3—for the foreseeable future.”

“In Q3, Oracle finished moving the majority of Cerner customers to Oracle’s Gen2 Cloud Infrastructure,” said Oracle Chairman and CTO, Larry Ellison. “In Q4, Oracle will start delivering its completely new Ambulatory Clinic Cloud Application Suite to these same customers. This new AI-driven system features an integrated voice interface called the Clinical Digital Assistant that automatically generates doctors’ notes and updates Electronic Health Records—saving precious time and improving health data accuracy. The delivery of this revolutionary new healthcare technology will enable the rapid modernization of our customers’ health systems over the coming year, and transform Cerner and Oracle Health into a high-growth business for years to come.”

The board of directors declared a quarterly cash dividend of $0.40 per share of outstanding common stock. This dividend will be paid to stockholders of record as of the close of business on April 10, 2024, with a payment date of April 24, 2024.

•

A sample list of customers which purchased Oracle Cloud services during the quarter will be available at www.oracle.com/customers/earnings/.

•

A list of recent technical innovations and announcements is available at www.oracle.com/news/.

•

To learn what industry analysts have been saying about Oracle’s products and services see www.oracle.com/corporate/analyst-reports/.

Earnings Conference Call and Webcast

Oracle will hold a conference call and webcast today to discuss these results at 4:00 p.m. Central. A live and replay webcast will be available on the Oracle Investor Relations website at www.oracle.com/investor/.

About Oracle

Oracle offers integrated suites of applications plus secure, autonomous infrastructure in the Oracle Cloud. For more information about Oracle (NYSE: ORCL), please visit us at www.oracle.com.

# # #

Trademarks

Oracle, Java, MySQL, and NetSuite are registered trademarks of Oracle Corporation. NetSuite was the first cloud company—ushering in the new era of cloud computing.

"Safe Harbor" Statement: Statements in this press release relating to future plans, expectations, beliefs, intentions and prospects, including demand for Oracle Cloud Infrastructure capacity, expectations for growth in our Cerner, Oracle Health and Gen2 Cloud Infrastructure businesses, the rate and timing of conversion of the Remaining Performance Obligations to revenue and beliefs regarding modernizing digital healthcare systems, are "forward-looking statements" and are subject to material risks and uncertainties. Risks and uncertainties that could affect our current expectations and our actual results, include, among others: our ability to develop new products and services, integrate acquired products and services and enhance our existing products and services; our management of complex cloud and hardware offerings, including the sourcing of technologies and technology components; significant coding, manufacturing or configuration errors in our offerings; risks associated with acquisitions; economic, political and market conditions; information technology system failures, privacy and data security concerns; cybersecurity breaches; unfavorable legal proceedings, government investigations, and complex and changing laws and regulations. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors." Copies of these filings are available online from the SEC or by contacting Oracle's Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on the Oracle Investor Relations website at www.oracle.com/investor/. All information set forth in this press release is current as of March 11, 2024. Oracle undertakes no duty to update any statement in light of new information or future events.

ORACLE CORPORATION

Q3 FISCAL 2024 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)


	Three Months Ended								% Increase	% Increase (Decrease)
	February 29, 2024			% of Revenues	February 28, 2023			% of Revenues	(Decrease) in US $	in Constant Currency (1)
REVENUES
Cloud services and license support	$	9,963		75%	$	8,923		72%	12%	11%
Cloud license and on-premise license		1,256		9%		1,288		10%	(3%)	(3%)
Hardware		754		6%		811		7%	(7%)	(7%)
Services		1,307		10%		1,376		11%	(5%)	(5%)
Total revenues		13,280		100%		12,398		100%	7%	7%
OPERATING EXPENSES
Cloud services and license support		2,452		18%		1,980		16%	24%	24%
Hardware		217		2%		244		2%	(11%)	(11%)
Services		1,200		9%		1,215		10%	(1%)	(1%)
Sales and marketing		2,042		15%		2,150		18%	(5%)	(6%)
Research and development		2,248		17%		2,146		17%	5%	5%
General and administrative		377		3%		402		3%	(6%)	(7%)
Amortization of intangible assets		749		6%		886		7%	(15%)	(15%)
Acquisition related and other		155		1%		37		0%	317%	317%
Restructuring		90		1%		78		1%	15%	14%
Total operating expenses		9,530		72%		9,138		74%	4%	4%
OPERATING INCOME		3,750		28%		3,260		26%	15%	15%
Interest expense		(876	)	(6%)		(908	)	(7%)	(3%)	(3%)
Non-operating expenses, net		(9	)	0%		(134	)	(1%)	(94%)	(93%)
INCOME BEFORE INCOME TAXES		2,865		22%		2,218		18%	29%	29%
Provision for income taxes		464		4%		322		3%	44%	44%
NET INCOME	$	2,401		18%	$	1,896		15%	27%	26%
EARNINGS PER SHARE:
Basic	$	0.87			$	0.70
Diluted	$	0.85			$	0.68
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		2,748				2,698
Diluted		2,819				2,776

(1)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2023, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods. Movements in international currencies relative to the United States dollar during the three months ended February 29, 2024 compared with the corresponding prior year period had no impact to our total revenues, total operating expenses and operating income.

ORACLE CORPORATION

Q3 FISCAL 2024 FINANCIAL RESULTS

RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)

($ in millions, except per share data)


	Three Months Ended														% Increase (Decrease) in US $		% Increase (Decrease) in Constant Currency (2)
	February 29, 2024 GAAP		Adj.			February 29, 2024 Non-GAAP		February 28, 2023 GAAP		Adj.			February 28, 2023 Non-GAAP		GAAP	Non-GAAP	GAAP	Non-GAAP
TOTAL REVENUES	$	13,280	$	—		$	13,280	$	12,398	$	—		$	12,398	7%	7%	7%	7%
TOTAL OPERATING EXPENSES	$	9,530	$	(2,042	)	$	7,488	$	9,138	$	(1,925	)	$	7,213	4%	4%	4%	3%
Stock-based compensation (3)		1,048		(1,048	)		—		924		(924	)		—	13%	*	13%	*
Amortization of intangible assets (4)		749		(749	)		—		886		(886	)		—	(15%)	*	(15%)	*
Acquisition related and other		155		(155	)		—		37		(37	)		—	317%	*	317%	*
Restructuring		90		(90	)		—		78		(78	)		—	15%	*	14%	*
OPERATING INCOME	$	3,750	$	2,042		$	5,792	$	3,260	$	1,925		$	5,185	15%	12%	15%	12%
OPERATING MARGIN %	28%					44%		26%					42%		194 bp.	179 bp.	194 bp.	183 bp.
INCOME TAX EFFECTS (5)	$	464	$	461		$	925	$	322	$	439		$	761	44%	22%	44%	21%
NET INCOME	$	2,401	$	1,581		$	3,982	$	1,896	$	1,486		$	3,382	27%	18%	26%	18%
DILUTED EARNINGS PER SHARE	$	0.85				$	1.41	$	0.68				$	1.22	25%	16%	24%	16%
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		2,819		—			2,819		2,776		—			2,776	2%	2%	2%	2%

(1)

This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

(2)

(3)

Stock-based compensation was included in the following GAAP operating expense categories:


	Three Months Ended February 29, 2024							Three Months Ended February 28, 2023
	GAAP		Adj.			Non-GAAP		GAAP		Adj.			Non-GAAP
Cloud services and license support	$	138	$	(138	)	$	—	$	114	$	(114	)	$	—
Hardware		6		(6	)		—		5		(5	)		—
Services		45		(45	)		—		39		(39	)		—
Sales and marketing		179		(179	)		—		158		(158	)		—
Research and development		584		(584	)		—		517		(517	)		—
General and administrative		96		(96	)		—		91		(91	)		—
Total stock-based compensation	$	1,048	$	(1,048	)	$	—	$	924	$	(924	)	$	—

(4)

Estimated future annual amortization expense related to intangible assets as of February 29, 2024 was as follows:


Remainder of fiscal 2024	$	739
Fiscal 2025		2,303
Fiscal 2026		1,639
Fiscal 2027		672
Fiscal 2028		635
Fiscal 2029		561
Thereafter		1,080
Total intangible assets, net	$	7,629

(5)

Income tax effects were calculated reflecting an effective GAAP tax rate of 16.2% and 14.5% in the third quarter of fiscal 2024 and 2023, respectively, and an effective non-GAAP tax rate of 18.9% and 18.4% in the third quarter of fiscal 2024 and 2023, respectively. The difference in our GAAP and non-GAAP tax rates in each of the third quarter of fiscal 2024 and 2023 was primarily due to the net tax effects related to stock-based compensation expense; acquisition related and other items, including the tax effects on amortization of intangible assets; and restructuring expense, partially offset by the net deferred tax effects related to an income tax benefit that was previously recorded due to the partial realignment of our legal entity structure.


*	Not meaningful

ORACLE CORPORATION

Q3 FISCAL 2024 YEAR TO DATE FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)


	Nine Months Ended								% Increase	% Increase (Decrease)
	February 29, 2024			% of Revenues	February 28, 2023			% of Revenues	(Decrease) in US $	in Constant Currency (1)
REVENUES
Cloud services and license support	$	29,149		75%	$	25,938		72%	12%	11%
Cloud license and on-premise license		3,243		8%		3,627		10%	(11%)	(11%)
Hardware		2,224		6%		2,424		7%	(8%)	(9%)
Services		4,058		11%		4,129		11%	(2%)	(2%)
Total revenues		38,674		100%		36,118		100%	7%	6%
OPERATING EXPENSES
Cloud services and license support		6,905		18%		5,606		16%	23%	22%
Hardware		649		2%		780		2%	(17%)	(18%)
Services		3,665		9%		3,448		10%	6%	6%
Sales and marketing		6,161		16%		6,544		18%	(6%)	(7%)
Research and development		6,689		17%		6,397		18%	5%	4%
General and administrative		1,146		3%		1,179		3%	(3%)	(4%)
Amortization of intangible assets		2,267		6%		2,712		7%	(16%)	(16%)
Acquisition related and other		214		0%		140		0%	53%	52%
Restructuring		311		1%		359		1%	(13%)	(14%)
Total operating expenses		28,007		72%		27,165		75%	3%	3%
OPERATING INCOME		10,667		28%		8,953		25%	19%	17%
Interest expense		(2,636	)	(7%)		(2,550	)	(7%)	3%	3%
Non-operating expenses, net		(72	)	0%		(386	)	(2%)	(81%)	(82%)
INCOME BEFORE INCOME TAXES		7,959		21%		6,017		16%	32%	29%
Provision for income taxes		636		2%		833		2%	(24%)	(25%)
NET INCOME	$	7,323		19%	$	5,184		14%	41%	38%
EARNINGS PER SHARE:
Basic	$	2.67			$	1.93
Diluted	$	2.60			$	1.88
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		2,741				2,692
Diluted		2,820				2,757

(1)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2023, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods. Movements in international currencies relative to the United States dollar during the nine months ended February 29, 2024 compared with the corresponding prior year period increased our total revenues by 1 percentage point and operating income by 2 percentage points.

ORACLE CORPORATION

Q3 FISCAL 2024 YEAR TO DATE FINANCIAL RESULTS

RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)

($ in millions, except per share data)


	Nine Months Ended														% Increase (Decrease) in US $		% Increase (Decrease) in Constant Currency (2)
	February 29, 2024 GAAP		Adj.			February 29, 2024 Non-GAAP		February 28, 2023 GAAP		Adj.			February 28, 2023 Non-GAAP		GAAP	Non-GAAP	GAAP	Non-GAAP
TOTAL REVENUES	$	38,674	$	—		$	38,674	$	36,118	$	—		$	36,118	7%	7%	6%	6%
TOTAL OPERATING EXPENSES	$	28,007	$	(5,719	)	$	22,288	$	27,165	$	(5,794	)	$	21,371	3%	4%	3%	4%
Stock-based compensation (3)		2,927		(2,927	)		—		2,583		(2,583	)		—	13%	*	13%	*
Amortization of intangible assets (4)		2,267		(2,267	)		—		2,712		(2,712	)		—	(16%)	*	(16%)	*
Acquisition related and other		214		(214	)		—		140		(140	)		—	53%	*	52%	*
Restructuring		311		(311	)		—		359		(359	)		—	(13%)	*	(14%)	*
OPERATING INCOME	$	10,667	$	5,719		$	16,386	$	8,953	$	5,794		$	14,747	19%	11%	17%	10%
OPERATING MARGIN %	28%					42%		25%					41%		279 bp.	154 bp.	260 bp.	147 bp.
INCOME TAX EFFECTS (5)	$	636	$	1,939		$	2,575	$	833	$	1,457		$	2,290	(24%)	12%	(25%)	11%
NET INCOME	$	7,323	$	3,780		$	11,103	$	5,184	$	4,337		$	9,521	41%	17%	38%	15%
DILUTED EARNINGS PER SHARE	$	2.60				$	3.94	$	1.88				$	3.45	38%	14%	35%	13%
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		2,820		—			2,820		2,757		—			2,757	2%	2%	2%	2%

(1)

(2)

(3)

Stock-based compensation was included in the following GAAP operating expense categories:


	Nine Months Ended February 29, 2024							Nine Months Ended February 28, 2023
	GAAP		Adj.			Non-GAAP		GAAP		Adj.			Non-GAAP
Cloud services and license support	$	386	$	(386	)	$	—	$	319	$	(319	)	$	—
Hardware		17		(17	)		—		13		(13	)		—
Services		123		(123	)		—		99		(99	)		—
Sales and marketing		488		(488	)		—		433		(433	)		—
Research and development		1,642		(1,642	)		—		1,448		(1,448	)		—
General and administrative		271		(271	)		—		271		(271	)		—
Total stock-based compensation	$	2,927	$	(2,927	)	$	—	$	2,583	$	(2,583	)	$	—

(4)

Estimated future annual amortization expense related to intangible assets as of February 29, 2024 was as follows:


Remainder of fiscal 2024	$	739
Fiscal 2025		2,303
Fiscal 2026		1,639
Fiscal 2027		672
Fiscal 2028		635
Fiscal 2029		561
Thereafter		1,080
Total intangible assets, net	$	7,629

(5)

Income tax effects were calculated reflecting an effective GAAP tax rate of 8.0% and 13.8% in the first nine months of fiscal 2024 and 2023, respectively, and an effective non-GAAP tax rate of 18.8% and 19.4% in the first nine months of fiscal 2024 and 2023, respectively. The difference in our GAAP and non-GAAP tax rates in each of the first nine months of fiscal 2024 and 2023 was primarily due to the net tax effects related to stock-based compensation expense; acquisition related and other items, including the tax effects on amortization of intangible assets; and restructuring expense, partially offset by the net deferred tax effects related to an income tax benefit that was previously recorded due to the partial realignment of our legal entity structure.


*	Not meaningful

ORACLE CORPORATION

Q3 FISCAL 2024 FINANCIAL RESULTS

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions)


	February 29, 2024		May 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	9,481	$	9,765
Marketable securities		423		422
Trade receivables, net		7,297		6,915
Prepaid expenses and other current assets		3,862		3,902
Total Current Assets		21,063		21,004
Non-Current Assets:
Property, plant and equipment, net		19,117		17,069
Intangible assets, net		7,629		9,837
Goodwill, net		62,222		62,261
Deferred tax assets		12,688		12,226
Other non-current assets		14,363		11,987
Total Non-Current Assets		116,019		113,380
TOTAL ASSETS	$	137,082	$	134,384
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable and other borrowings, current	$	5,510	$	4,061
Accounts payable		1,658		1,204
Accrued compensation and related benefits		1,796		2,053
Deferred revenues		8,931		8,970
Other current liabilities		6,990		6,802
Total Current Liabilities		24,885		23,090
Non-Current Liabilities:
Notes payable and other borrowings, non-current		82,470		86,420
Income taxes payable		10,451		11,077
Deferred tax liabilities		4,483		5,772
Other non-current liabilities		8,611		6,469
Total Non-Current Liabilities		106,015		109,738
Stockholders’ Equity		6,182		1,556
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	137,082	$	134,384

ORACLE CORPORATION

Q3 FISCAL 2024 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)


	Nine Months Ended
	February 29, 2024			February 28, 2023
Cash Flows From Operating Activities:
Net income	$	7,323		$	5,184
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,318			1,810
Amortization of intangible assets		2,267			2,712
Deferred income taxes		(1,755	)		(1,253	)
Stock-based compensation		2,927			2,583
Other, net		631			487
Changes in operating assets and liabilities, net of effects from acquisitions:
(Increase) decrease in trade receivables, net		(409	)		460
Decrease in prepaid expenses and other assets		457			515
Decrease in accounts payable and other liabilities		(682	)		(783	)
Decrease in income taxes payable		(788	)		(453	)
Increase in deferred revenues		303			256
Net cash provided by operating activities		12,592			11,518
Cash Flows From Investing Activities:
Purchases of marketable securities and other investments		(674	)		(921	)
Proceeds from sales and maturities of marketable securities and other investments		207			552
Acquisitions, net of cash acquired		(59	)		(27,721	)
Capital expenditures		(4,068	)		(6,782	)
Net cash used for investing activities		(4,594	)		(34,872	)
Cash Flows From Financing Activities:
Payments for repurchases of common stock		(1,050	)		(1,150	)
Proceeds from issuances of common stock		454			759
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards		(1,865	)		(1,040	)
Payments of dividends to stockholders		(3,289	)		(2,586	)
Proceeds from issuances of commercial paper, net of repayments		936			1,874
Proceeds from issuances of senior notes and other borrowings, net of issuance costs		—			33,494
Repayments of senior notes and other borrowings		(3,500	)		(21,050	)
Other, net		34			49
Net cash (used for) provided by financing activities		(8,280	)		10,350
Effect of exchange rate changes on cash and cash equivalents		(2	)		(160	)
Net decrease in cash and cash equivalents		(284	)		(13,164	)
Cash and cash equivalents at beginning of period		9,765			21,383
Cash and cash equivalents at end of period	$	9,481		$	8,219

ORACLE CORPORATION

Q3 FISCAL 2024 FINANCIAL RESULTS

FREE CASH FLOW - TRAILING 4-QUARTERS (1)

($ in millions)


	Fiscal 2023												Fiscal 2024
	Q1			Q2			Q3			Q4			Q1			Q2			Q3			Q4

GAAP Operating Cash Flow	$	10,542		$	15,073		$	15,503		$	17,165		$	17,745		$	17,039		$	18,239

Capital Expenditures		(5,168	)		(6,678	)		(8,205	)		(8,695	)		(8,290	)		(6,935	)		(5,981	)

Free Cash Flow	$	5,374		$	8,395		$	7,298		$	8,470		$	9,455		$	10,104		$	12,258

Operating Cash Flow % Growth over prior year	(31%)			47%			49%			80%			68%			13%			18%

Free Cash Flow % Growth over prior year	(57%)			18%			11%			68%			76%			20%			68%

GAAP Net Income	$	5,808		$	8,797		$	8,373		$	8,503		$	9,375		$	10,137		$	10,642

Operating Cash Flow as a % of Net Income	182%			171%			185%			202%			189%			168%			171%

Free Cash Flow as a % of Net Income	93%			95%			87%			100%			101%			100%			115%

(1)

To supplement our statements of cash flows presented on a GAAP basis, we use non-GAAP measures of cash flows on a trailing 4-quarter basis to analyze cash flow generated from operations. We believe free cash flow is also useful as one of the bases for comparing our performance with our competitors. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity.

ORACLE CORPORATION

Q3 FISCAL 2024 FINANCIAL RESULTS

SUPPLEMENTAL ANALYSIS OF GAAP REVENUES (1)

($ in millions)


	Fiscal 2023										Fiscal 2024
	Q1		Q2		Q3		Q4		TOTAL		Q1		Q2		Q3		Q4	TOTAL
REVENUES BY OFFERINGS
Cloud services	$	3,579	$	3,813	$	4,053	$	4,437	$	15,881	$	4,635	$	4,775	$	5,054		$	14,464
License support		4,838		4,785		4,870		4,933		19,426		4,912		4,864		4,909			14,685
Cloud services and license support		8,417		8,598		8,923		9,370		35,307		9,547		9,639		9,963			29,149
Cloud license and on-premise license		904		1,435		1,288		2,152		5,779		809		1,178		1,256			3,243
Hardware		763		850		811		850		3,274		714		756		754			2,224
Services		1,361		1,392		1,376		1,465		5,594		1,383		1,368		1,307			4,058
Total revenues	$	11,445	$	12,275	$	12,398	$	13,837	$	49,954	$	12,453	$	12,941	$	13,280		$	38,674
AS REPORTED REVENUE GROWTH RATES
Cloud services	45%		43%		45%		54%		47%		30%		25%		25%			26%
License support	(1%)		(2%)		0%		4%		0%		2%		2%		1%			1%
Cloud services and license support	14%		14%		17%		23%		17%		13%		12%		12%			12%
Cloud license and on-premise license	11%		16%		0%		(15%)		(2%)		(10%)		(18%)		(3%)			(11%)
Hardware	0%		11%		2%		(1%)		3%		(6%)		(11%)		(7%)			(8%)
Services	74%		74%		74%		76%		75%		2%		(2%)		(5%)			(2%)
Total revenues	18%		18%		18%		17%		18%		9%		5%		7%			7%
CONSTANT CURRENCY REVENUE GROWTH RATES (2)
Cloud services	50%		48%		48%		55%		50%		29%		24%		24%			25%
License support	4%		4%		3%		6%		4%		0%		0%		1%			0%
Cloud services and license support	20%		20%		20%		25%		21%		12%		11%		11%			11%
Cloud license and on-premise license	19%		23%		4%		(14%)		2%		(11%)		(19%)		(3%)			(11%)
Hardware	5%		16%		4%		1%		6%		(8%)		(12%)		(7%)			(9%)
Services	84%		83%		80%		78%		81%		1%		(3%)		(5%)			(2%)
Total revenues	23%		25%		21%		18%		22%		8%		4%		7%			6%
CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEM
Applications cloud services and license support	$	4,016	$	4,080	$	4,166	$	4,390	$	16,651	$	4,471	$	4,474	$	4,584		$	13,529
Infrastructure cloud services and license support		4,401		4,518		4,757		4,980		18,656		5,076		5,165		5,379			15,620
Total cloud services and license support revenues	$	8,417	$	8,598	$	8,923	$	9,370	$	35,307	$	9,547	$	9,639	$	9,963		$	29,149
AS REPORTED REVENUE GROWTH RATES
Applications cloud services and license support	32%		30%		31%		36%		32%		11%		10%		10%			10%
Infrastructure cloud services and license support	2%		3%		7%		14%		6%		15%		14%		13%			14%
Total cloud services and license support revenues	14%		14%		17%		23%		17%		13%		12%		12%			12%
CONSTANT CURRENCY REVENUE GROWTH RATES (2)
Applications cloud services and license support	37%		35%		33%		37%		35%		11%		9%		10%			10%
Infrastructure cloud services and license support	7%		9%		10%		15%		10%		14%		12%		13%			13%
Total cloud services and license support revenues	20%		20%		20%		25%		21%		12%		11%		11%			11%
GEOGRAPHIC REVENUES
Americas	$	7,192	$	7,786	$	7,671	$	8,577	$	31,226	$	7,841	$	8,067	$	8,270		$	24,177
Europe/Middle East/Africa		2,691		2,895		3,067		3,457		12,109		3,005		3,170		3,316			9,491
Asia Pacific		1,562		1,594		1,660		1,803		6,619		1,607		1,704		1,694			5,006
Total revenues	$	11,445	$	12,275	$	12,398	$	13,837	$	49,954	$	12,453	$	12,941	$	13,280		$	38,674

(1)

The sum of the quarterly information presented may vary from the year-to-date information presented due to rounding.

(2)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2023 and 2022 for the fiscal 2024 and fiscal 2023 constant currency growth rate calculations presented, respectively, rather than the actual exchange rates in effect during the respective periods.

APPENDIX A

ORACLE CORPORATION

Q3 FISCAL 2024 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures indicated in the tables, which exclude certain business combination accounting entries and expenses related to acquisitions, as well as other significant expenses including stock-based compensation, that we believe are helpful in understanding our past financial performance and our future results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures. Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

• Stock-based compensation expenses: We have excluded the effect of stock-based compensation expenses from our non-GAAP operating expenses, income tax effects and net income measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to the revenues earned during the periods presented and also believe it will contribute to the generation of future period revenues, we continue to evaluate our business performance excluding stock-based compensation expenses. Stock-based compensation expenses will recur in future periods.

• Amortization of intangible assets: We have excluded the effect of amortization of intangible assets from our non-GAAP operating expenses, income tax effects and net income measures. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.

• Acquisition related and other expenses; and restructuring expenses: We have excluded the effect of acquisition related and other expenses and the effect of restructuring expenses from our non-GAAP operating expenses, income tax effects and net income measures. We incurred expenses in connection with our acquisitions and also incurred certain other operating expenses or income, which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. Acquisition related and other expenses consisted of personnel related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended, and certain other operating items, net. Restructuring expenses consisted of employee severance and other exit costs. We believe it is useful for investors to understand the effects of these items on our total operating expenses. Although acquisition related and other expenses and restructuring expenses may diminish over time with respect to past acquisitions and/or strategic initiatives, we generally will incur certain of these expenses in connection with any future acquisitions and/or strategic initiatives.

Document and Entity Information	Mar. 11, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	Oracle Corporation
Amendment Flag	false
Entity Central Index Key	0001341439
Document Type	8-K
Document Period End Date	Mar. 11, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-35992
Entity Tax Identification Number	54-2185193
Entity Address, Address Line One	2300 Oracle Way
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78741
City Area Code	(737)
Local Phone Number	867-1000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	ORCL
Security Exchange Name	NYSE
Senior Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.125% senior notes due July 2025
Trading Symbol	ORCL
Security Exchange Name	NYSE