false FY 0001341439 --05-31 true P1Y P2Y 2020-07-15 2021-01-10 2021-07-08 2021-09-15 2022-05-15 2022-10-15 2023-02-15 2023-07-23 2023-09-15 2024-07-08 2024-11-15 2025-04-01 2025-05-15 2025-07-10 2026-03-25 2026-07-15 2027-04-01 2027-11-15 2028-03-25 2030-04-01 2030-05-15 2034-07-08 2035-05-15 2036-07-15 2037-11-15 2038-04-15 2039-07-08 2040-04-01 2040-07-15 2041-03-25 2044-07-08 2045-05-15 2046-07-15 2047-11-15 2050-04-01 2051-03-25 2055-05-15 2060-04-01 2061-03-25 us-gaap:OtherAssetsNoncurrent us-gaap:OtherLiabilitiesCurrent us-gaap:OtherLiabilitiesNoncurrent 2022-05-31 2038-05-31 2022-05-31 2040-05-31 2022-05-31 2041-05-31 2026-05-31 2025-05-31 2026-05-31 2022-05-31 2041-05-31 1 1 1 2031-03-31 1 1 1 0 0 P3Y P0Y P0Y 2010-07-12 2013-07-10 2014-07-08 2016-07-07 2015-05-05 2012-10-25 2017-11-09 2013-07-16 2016-07-07 2014-07-08 2017-11-09 2020-04-01 2015-05-05 2013-07-10 2021-03-31 2016-07-07 2020-04-01 2017-11-09 2021-03-31 2020-04-01 2015-05-05 2021-03-31 2014-07-08 2015-05-05 2016-07-07 2017-11-09 2008-04-09 2009-07-08 2020-04-01 2010-07-12 2021-03-31 2014-07-08 2015-05-05 2016-07-07 2017-11-09 2020-04-01 2021-03-31 2015-05-05 2020-04-01 2021-03-31 2016-11-07 us-gaap:OtherLiabilitiesCurrent us-gaap:OtherLiabilitiesNoncurrent P2Y6M14D P5Y9M3D P2Y10M28D 0001341439 2020-06-01 2021-05-31 xbrli:shares 0001341439 2021-06-15 iso4217:USD 0001341439 2020-11-30 0001341439 us-gaap:CommonStockMember 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2025Member 2020-06-01 2021-05-31 0001341439 2021-05-31 0001341439 2020-05-31 iso4217:USD xbrli:shares 0001341439 2019-06-01 2020-05-31 0001341439 2018-06-01 2019-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2018-05-31 0001341439 us-gaap:RetainedEarningsMember 2018-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-05-31 0001341439 us-gaap:ParentMember 2018-05-31 0001341439 us-gaap:NoncontrollingInterestMember 2018-05-31 0001341439 2018-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-05-31 0001341439 us-gaap:RetainedEarningsMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-05-31 0001341439 us-gaap:ParentMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-05-31 0001341439 us-gaap:NoncontrollingInterestMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-05-31 0001341439 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2018-06-01 2019-05-31 0001341439 us-gaap:RetainedEarningsMember 2018-06-01 2019-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-06-01 2019-05-31 0001341439 us-gaap:ParentMember 2018-06-01 2019-05-31 0001341439 us-gaap:NoncontrollingInterestMember 2018-06-01 2019-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2019-05-31 0001341439 us-gaap:RetainedEarningsMember 2019-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-05-31 0001341439 us-gaap:ParentMember 2019-05-31 0001341439 us-gaap:NoncontrollingInterestMember 2019-05-31 0001341439 2019-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2019-06-01 2020-05-31 0001341439 us-gaap:RetainedEarningsMember 2019-06-01 2020-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-06-01 2020-05-31 0001341439 us-gaap:ParentMember 2019-06-01 2020-05-31 0001341439 us-gaap:NoncontrollingInterestMember 2019-06-01 2020-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-05-31 0001341439 us-gaap:RetainedEarningsMember 2020-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-05-31 0001341439 us-gaap:ParentMember 2020-05-31 0001341439 us-gaap:NoncontrollingInterestMember 2020-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-06-01 2021-05-31 0001341439 us-gaap:RetainedEarningsMember 2020-06-01 2021-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-06-01 2021-05-31 0001341439 us-gaap:ParentMember 2020-06-01 2021-05-31 0001341439 us-gaap:NoncontrollingInterestMember 2020-06-01 2021-05-31 0001341439 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2021-05-31 0001341439 us-gaap:RetainedEarningsMember 2021-05-31 0001341439 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-05-31 0001341439 us-gaap:ParentMember 2021-05-31 0001341439 us-gaap:NoncontrollingInterestMember 2021-05-31 0001341439 us-gaap:IntellectualPropertyMember 2020-06-01 2021-05-31 0001341439 us-gaap:IntellectualPropertyMember 2021-05-31 xbrli:pure 0001341439 2021-06-01 2021-05-31 0001341439 2022-06-01 2021-05-31 0001341439 srt:MinimumMember 2020-06-01 2021-05-31 0001341439 srt:MaximumMember 2020-06-01 2021-05-31 0001341439 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2021-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2021-05-31 0001341439 us-gaap:MoneyMarketFundsMember 2021-05-31 0001341439 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2020-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2020-05-31 0001341439 us-gaap:MoneyMarketFundsMember 2020-05-31 0001341439 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember 2021-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember 2021-05-31 0001341439 us-gaap:CorporateDebtSecuritiesMember 2021-05-31 0001341439 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember 2020-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember 2020-05-31 0001341439 us-gaap:CorporateDebtSecuritiesMember 2020-05-31 0001341439 us-gaap:FairValueInputsLevel1Member us-gaap:CommercialPaperMember 2021-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:CommercialPaperMember 2021-05-31 0001341439 us-gaap:CommercialPaperMember 2021-05-31 0001341439 us-gaap:FairValueInputsLevel1Member us-gaap:CommercialPaperMember 2020-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:CommercialPaperMember 2020-05-31 0001341439 us-gaap:CommercialPaperMember 2020-05-31 0001341439 us-gaap:FairValueInputsLevel1Member 2021-05-31 0001341439 us-gaap:FairValueInputsLevel2Member 2021-05-31 0001341439 us-gaap:FairValueInputsLevel1Member 2020-05-31 0001341439 us-gaap:FairValueInputsLevel2Member 2020-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2021-05-31 0001341439 us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2020-05-31 0001341439 us-gaap:SeniorNotesMember 2021-05-31 0001341439 us-gaap:SeniorNotesMember 2020-05-31 0001341439 us-gaap:MachineryAndEquipmentMember srt:MinimumMember 2020-06-01 2021-05-31 0001341439 us-gaap:MachineryAndEquipmentMember srt:MaximumMember 2020-06-01 2021-05-31 0001341439 us-gaap:BuildingAndBuildingImprovementsMember srt:MinimumMember 2020-06-01 2021-05-31 0001341439 us-gaap:BuildingAndBuildingImprovementsMember srt:MaximumMember 2020-06-01 2021-05-31 0001341439 us-gaap:FurnitureAndFixturesMember srt:MinimumMember 2020-06-01 2021-05-31 0001341439 us-gaap:FurnitureAndFixturesMember srt:MaximumMember 2020-06-01 2021-05-31 0001341439 us-gaap:DevelopedTechnologyRightsMember 2020-05-31 0001341439 orcl:CloudServicesAndLicenseSupportAgreementsAndRelatedRelationshipsMember 2020-05-31 0001341439 us-gaap:OtherIntangibleAssetsMember 2020-05-31 0001341439 us-gaap:DevelopedTechnologyRightsMember 2020-06-01 2021-05-31 0001341439 orcl:CloudServicesAndLicenseSupportAgreementsAndRelatedRelationshipsMember 2020-06-01 2021-05-31 0001341439 us-gaap:OtherIntangibleAssetsMember 2020-06-01 2021-05-31 0001341439 us-gaap:DevelopedTechnologyRightsMember 2021-05-31 0001341439 orcl:CloudServicesAndLicenseSupportAgreementsAndRelatedRelationshipsMember 2021-05-31 0001341439 us-gaap:OtherIntangibleAssetsMember 2021-05-31 0001341439 orcl:CloudAndLicenseBusinessMember 2019-05-31 0001341439 orcl:HardwareBusinessMember 2019-05-31 0001341439 orcl:ServicesBusinessMember 2019-05-31 0001341439 orcl:CloudAndLicenseBusinessMember 2019-06-01 2020-05-31 0001341439 orcl:HardwareBusinessMember 2019-06-01 2020-05-31 0001341439 orcl:ServicesBusinessMember 2019-06-01 2020-05-31 0001341439 orcl:CloudAndLicenseBusinessMember 2020-05-31 0001341439 orcl:HardwareBusinessMember 2020-05-31 0001341439 orcl:ServicesBusinessMember 2020-05-31 0001341439 orcl:CloudAndLicenseBusinessMember 2020-06-01 2021-05-31 0001341439 orcl:HardwareBusinessMember 2020-06-01 2021-05-31 0001341439 orcl:ServicesBusinessMember 2020-06-01 2021-05-31 0001341439 orcl:CloudAndLicenseBusinessMember 2021-05-31 0001341439 orcl:HardwareBusinessMember 2021-05-31 0001341439 orcl:ServicesBusinessMember 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2020Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJanuary2021Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2021Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueSeptember2021Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMay2022Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueOctober2022Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueFebruary2023Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2023Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueSeptember2023Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2024Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2024Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueApril2025Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMay2025Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2025Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMarch2026Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2026Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueApril2027Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2027Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMarch2028Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueApril2030Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMay2030Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMarch2031Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2034Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMay2035Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2036Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2037Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueApril2038Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2039Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueApril2040Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2040Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMarch2041Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2044Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMay2045Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2046Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2047Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueApril2050Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMarch2051Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMay2055Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueApril2060Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueMarch2061Member 2020-06-01 2021-05-31 0001341439 orcl:OtherBorrowingsDueAugust2025Member 2020-06-01 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2020Member 2020-05-31 0001341439 orcl:SeniorNotesDueJanuary2021Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2021Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2021Member 2020-05-31 0001341439 orcl:SeniorNotesDueSeptember2021Member 2021-05-31 0001341439 orcl:SeniorNotesDueSeptember2021Member 2020-05-31 0001341439 orcl:SeniorNotesDueMay2022Member 2021-05-31 0001341439 orcl:SeniorNotesDueMay2022Member 2020-05-31 0001341439 orcl:SeniorNotesDueOctober2022Member 2021-05-31 0001341439 orcl:SeniorNotesDueOctober2022Member 2020-05-31 0001341439 orcl:SeniorNotesDueFebruary2023Member 2021-05-31 0001341439 orcl:SeniorNotesDueFebruary2023Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2023Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2023Member 2020-05-31 0001341439 orcl:SeniorNotesDueSeptember2023Member 2021-05-31 0001341439 orcl:SeniorNotesDueSeptember2023Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2024Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2024Member 2020-05-31 0001341439 orcl:SeniorNotesDueNovember2024Member 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2024Member 2020-05-31 0001341439 orcl:SeniorNotesDueApril2025Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2025Member 2020-05-31 0001341439 orcl:SeniorNotesDueMay2025Member 2021-05-31 0001341439 orcl:SeniorNotesDueMay2025Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2025Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2025Member 2020-05-31 0001341439 orcl:SeniorNotesDueMarch2026Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2026Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2026Member 2020-05-31 0001341439 orcl:SeniorNotesDueApril2027Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2027Member 2020-05-31 0001341439 orcl:SeniorNotesDueNovember2027Member 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2027Member 2020-05-31 0001341439 orcl:SeniorNotesDueMarch2028Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2030Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2030Member 2020-05-31 0001341439 orcl:SeniorNotesDueMay2030Member 2021-05-31 0001341439 orcl:SeniorNotesDueMay2030Member 2020-05-31 0001341439 orcl:SeniorNotesDueMarch2031Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2034Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2034Member 2020-05-31 0001341439 orcl:SeniorNotesDueMay2035Member 2021-05-31 0001341439 orcl:SeniorNotesDueMay2035Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2036Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2036Member 2020-05-31 0001341439 orcl:SeniorNotesDueNovember2037Member 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2037Member 2020-05-31 0001341439 orcl:SeniorNotesDueApril2038Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2038Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2039Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2039Member 2020-05-31 0001341439 orcl:SeniorNotesDueApril2040Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2040Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2040Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2040Member 2020-05-31 0001341439 orcl:SeniorNotesDueMarch2041Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2044Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2044Member 2020-05-31 0001341439 orcl:SeniorNotesDueMay2045Member 2021-05-31 0001341439 orcl:SeniorNotesDueMay2045Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2046Member 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2046Member 2020-05-31 0001341439 orcl:SeniorNotesDueNovember2047Member 2021-05-31 0001341439 orcl:SeniorNotesDueNovember2047Member 2020-05-31 0001341439 orcl:SeniorNotesDueApril2050Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2050Member 2020-05-31 0001341439 orcl:SeniorNotesDueMarch2051Member 2021-05-31 0001341439 orcl:SeniorNotesDueMay2055Member 2021-05-31 0001341439 orcl:SeniorNotesDueMay2055Member 2020-05-31 0001341439 orcl:SeniorNotesDueApril2060Member 2021-05-31 0001341439 orcl:SeniorNotesDueApril2060Member 2020-05-31 0001341439 orcl:SeniorNotesDueMarch2061Member 2021-05-31 0001341439 orcl:OtherBorrowingsDueAugust2025Member 2021-05-31 0001341439 orcl:OtherBorrowingsDueAugust2025Member 2020-05-31 0001341439 orcl:SeniorNotesDueJuly2020Member 2021-05-31 iso4217:EUR 0001341439 orcl:SeniorNotesDueJanuary2021Member 2021-05-31 0001341439 2013-07-10 0001341439 orcl:SeniorNotesDueJanuary2021Member 2013-07-10 0001341439 orcl:SeniorNotesDueJuly2025Member 2013-07-10 0001341439 orcl:SeniorNotesDueJuly2025Member us-gaap:CrossCurrencyInterestRateContractMember 2018-05-31 0001341439 orcl:SeniorNotesDueJuly2025Member us-gaap:CrossCurrencyInterestRateContractMember 2021-05-31 0001341439 orcl:SeniorNotesDueJuly2025Member us-gaap:CrossCurrencyInterestRateContractMember 2020-05-31 0001341439 2021-03-24 0001341439 orcl:CreditAgreement2013Member 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember 2020-06-01 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember 2019-06-01 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2021ActivityMember us-gaap:CorporateNonSegmentMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2021ActivityMember 2020-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2021ActivityMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2020-06-01 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2020-06-01 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2020-06-01 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2021ActivityMember us-gaap:CorporateNonSegmentMember 2020-06-01 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2021ActivityMember 2020-06-01 2021-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2021ActivityMember 2020-06-01 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2021ActivityMember us-gaap:OperatingSegmentsMember 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2021ActivityMember us-gaap:CorporateNonSegmentMember 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2021ActivityMember 2021-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2021ActivityMember 2021-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2020ActivityMember us-gaap:CorporateNonSegmentMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2020ActivityMember 2019-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2020ActivityMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2019-06-01 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2019-06-01 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2019-06-01 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2020ActivityMember us-gaap:CorporateNonSegmentMember 2019-06-01 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2020ActivityMember 2019-06-01 2020-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2020ActivityMember 2019-06-01 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2020ActivityMember us-gaap:OperatingSegmentsMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2020ActivityMember us-gaap:CorporateNonSegmentMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2020ActivityMember 2020-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2020ActivityMember 2020-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2018-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2018-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2018-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2019ActivityMember us-gaap:CorporateNonSegmentMember 2018-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2019ActivityMember 2018-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2019ActivityMember 2018-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2018-06-01 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2018-06-01 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2018-06-01 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2019ActivityMember us-gaap:CorporateNonSegmentMember 2018-06-01 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2019ActivityMember 2018-06-01 2019-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2019ActivityMember 2018-06-01 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:CloudAndLicenseBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:HardwareBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:ServicesBusinessMember orcl:Fiscal2019ActivityMember us-gaap:OperatingSegmentsMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2019ActivityMember us-gaap:CorporateNonSegmentMember 2019-05-31 0001341439 orcl:Fiscal2019OracleRestructuringMember orcl:Fiscal2019ActivityMember 2019-05-31 0001341439 orcl:OtherRestructuringPlansIncludingSunMember orcl:Fiscal2019ActivityMember 2019-05-31 0001341439 orcl:CloudAndLicenseBusinessMember orcl:CloudServicesAndLicenseSupportMember 2021-05-31 0001341439 orcl:CloudAndLicenseBusinessMember orcl:CloudServicesAndLicenseSupportMember 2020-05-31 0001341439 orcl:HardwareBusinessMember orcl:HardwareMember 2021-05-31 0001341439 orcl:HardwareBusinessMember orcl:HardwareMember 2020-05-31 0001341439 orcl:ServicesBusinessMember orcl:ServicesToCustomersAndPartnersMember 2021-05-31 0001341439 orcl:ServicesBusinessMember orcl:ServicesToCustomersAndPartnersMember 2020-05-31 0001341439 orcl:CloudAndLicenseBusinessMember orcl:CloudLicenseAndOnPremiseLicenseMember 2021-05-31 0001341439 orcl:CloudAndLicenseBusinessMember orcl:CloudLicenseAndOnPremiseLicenseMember 2020-05-31 0001341439 us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapAgreementsMember 2021-05-31 0001341439 orcl:ForwardContractsHeldToPurchaseUsDollarsMember us-gaap:NondesignatedMember 2021-05-31 0001341439 orcl:ForwardContractsHeldToPurchaseUsDollarsMember us-gaap:NondesignatedMember 2020-05-31 0001341439 orcl:ForwardContractsHeldToSellUsDollarsMember us-gaap:NondesignatedMember 2021-05-31 0001341439 orcl:ForwardContractsHeldToSellUsDollarsMember us-gaap:NondesignatedMember 2020-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember us-gaap:OtherCurrentAssetsMember 2021-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember us-gaap:OtherCurrentAssetsMember 2020-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember us-gaap:OtherNoncurrentAssetsMember 2021-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember us-gaap:OtherNoncurrentAssetsMember 2020-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherNoncurrentAssetsMember 2021-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherNoncurrentAssetsMember 2020-05-31 0001341439 us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember us-gaap:OtherCurrentLiabilitiesMember 2021-05-31 0001341439 us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember us-gaap:OtherCurrentLiabilitiesMember 2020-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherNoncurrentLiabilitiesMember 2021-05-31 0001341439 us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherNoncurrentLiabilitiesMember 2020-05-31 0001341439 orcl:NotesPayableCurrentMember us-gaap:FairValueHedgingMember 2021-05-31 0001341439 orcl:NotesPayableCurrentMember us-gaap:FairValueHedgingMember 2020-05-31 0001341439 orcl:NotesAndLoansNoncurrentMember us-gaap:FairValueHedgingMember 2021-05-31 0001341439 orcl:NotesAndLoansNoncurrentMember us-gaap:FairValueHedgingMember 2020-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember 2020-06-01 2021-05-31 0001341439 us-gaap:InterestExpenseMember 2020-06-01 2021-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember 2019-06-01 2020-05-31 0001341439 us-gaap:InterestExpenseMember 2019-06-01 2020-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember 2018-06-01 2019-05-31 0001341439 us-gaap:InterestExpenseMember 2018-06-01 2019-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember 2020-06-01 2021-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember 2020-06-01 2021-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember 2019-06-01 2020-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember 2019-06-01 2020-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember 2018-06-01 2019-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:FairValueHedgingMember us-gaap:InterestRateSwapMember 2018-06-01 2019-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2020-06-01 2021-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2020-06-01 2021-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2019-06-01 2020-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2019-06-01 2020-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2018-06-01 2019-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:FairValueHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2018-06-01 2019-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember 2020-06-01 2021-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember 2020-06-01 2021-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember 2019-06-01 2020-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember 2019-06-01 2020-05-31 0001341439 us-gaap:NonoperatingIncomeExpenseMember us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember 2018-06-01 2019-05-31 0001341439 us-gaap:InterestExpenseMember us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapMember 2018-06-01 2019-05-31 0001341439 us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapAgreementsMember 2020-06-01 2021-05-31 0001341439 us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapAgreementsMember 2019-06-01 2020-05-31 0001341439 us-gaap:CashFlowHedgingMember orcl:CrossCurrencySwapAgreementsMember 2018-06-01 2019-05-31 0001341439 srt:MinimumMember 2021-05-31 0001341439 srt:MaximumMember 2021-05-31 0001341439 2021-03-10 0001341439 2017-05-31 0001341439 us-gaap:SubsequentEventMember 2021-06-15 2021-06-15 0001341439 orcl:Plan2020Member 2021-05-31 0001341439 orcl:Plan2020And2000Member 2020-06-01 2021-05-31 0001341439 orcl:Plan2020And2000Member orcl:ServiceBasedStockOptionsMember 2021-05-31 0001341439 orcl:Plan2020And2000Member us-gaap:RestrictedStockUnitsRSUMember 2021-05-31 0001341439 orcl:Plan2020And2000Member orcl:PerformanceBasedStockOptionsMember 2021-05-31 0001341439 orcl:Plan2020And2000Member us-gaap:RestrictedStockUnitsRSUMember 2020-06-01 2021-05-31 orcl:Tranche 0001341439 orcl:PerformanceBasedStockOptionsMember 2020-06-01 2021-05-31 0001341439 orcl:ServiceBasedStockOptionsMember 2020-06-01 2021-05-31 0001341439 orcl:AcquiredPlansMember 2021-05-31 0001341439 orcl:DirectorsPlanMember 2012-06-01 2013-05-31 0001341439 orcl:DirectorsPlanMember 2020-06-01 2021-05-31 0001341439 orcl:DirectorsPlanMember us-gaap:RestrictedStockUnitsRSUMember 2020-03-01 2020-03-31 0001341439 orcl:DirectorsPlanMember us-gaap:RestrictedStockUnitsRSUMember 2020-04-01 2020-04-30 0001341439 orcl:DirectorsPlanMember us-gaap:RestrictedStockUnitsRSUMember 2021-05-31 0001341439 orcl:DirectorsPlanMember 2021-05-31 0001341439 us-gaap:RestrictedStockUnitsRSUMember 2020-06-01 2021-05-31 0001341439 us-gaap:EmployeeStockOptionMember 2020-06-01 2021-05-31 0001341439 orcl:CloudServicesAndLicenseSupportMember 2020-06-01 2021-05-31 0001341439 orcl:CloudServicesAndLicenseSupportMember 2019-06-01 2020-05-31 0001341439 orcl:CloudServicesAndLicenseSupportMember 2018-06-01 2019-05-31 0001341439 orcl:HardwareMember 2020-06-01 2021-05-31 0001341439 orcl:HardwareMember 2019-06-01 2020-05-31 0001341439 orcl:HardwareMember 2018-06-01 2019-05-31 0001341439 orcl:ServicesBusinessMember 2020-06-01 2021-05-31 0001341439 orcl:ServicesBusinessMember 2019-06-01 2020-05-31 0001341439 orcl:ServicesBusinessMember 2018-06-01 2019-05-31 0001341439 us-gaap:SellingAndMarketingExpenseMember 2020-06-01 2021-05-31 0001341439 us-gaap:SellingAndMarketingExpenseMember 2019-06-01 2020-05-31 0001341439 us-gaap:SellingAndMarketingExpenseMember 2018-06-01 2019-05-31 0001341439 us-gaap:ResearchAndDevelopmentExpenseMember 2020-06-01 2021-05-31 0001341439 us-gaap:ResearchAndDevelopmentExpenseMember 2019-06-01 2020-05-31 0001341439 us-gaap:ResearchAndDevelopmentExpenseMember 2018-06-01 2019-05-31 0001341439 us-gaap:GeneralAndAdministrativeExpenseMember 2020-06-01 2021-05-31 0001341439 us-gaap:GeneralAndAdministrativeExpenseMember 2019-06-01 2020-05-31 0001341439 us-gaap:GeneralAndAdministrativeExpenseMember 2018-06-01 2019-05-31 0001341439 orcl:EmployeeStockPurchasePlanMember 2020-06-01 2021-05-31 0001341439 orcl:EmployeeStockPurchasePlanMember 2021-05-31 0001341439 orcl:EmployeeStockPurchasePlanMember 2019-06-01 2020-05-31 0001341439 orcl:EmployeeStockPurchasePlanMember 2018-06-01 2019-05-31 0001341439 country:US 2020-06-01 2021-05-31 0001341439 country:US 2019-06-01 2020-05-31 0001341439 country:US 2018-06-01 2019-05-31 0001341439 orcl:OtherPostretirementPlansMember 2021-05-31 0001341439 orcl:OtherPostretirementPlansMember 2020-05-31 0001341439 orcl:OtherPostretirementPlansMember 2020-06-01 2021-05-31 0001341439 orcl:OtherPostretirementPlansMember 2019-06-01 2020-05-31 0001341439 orcl:OtherPostretirementPlansMember 2018-06-01 2019-05-31 0001341439 us-gaap:InternalRevenueServiceIRSMember 2021-05-31 0001341439 orcl:ExpireInVariousYearsBetweenFiscalTwoThousandTwentyTwoAndFiscalTwoThousandThirtyEightMember us-gaap:InternalRevenueServiceIRSMember 2021-05-31 0001341439 us-gaap:StateAndLocalJurisdictionMember 2021-05-31 0001341439 us-gaap:ForeignCountryMember 2021-05-31 0001341439 us-gaap:EarliestTaxYearMember us-gaap:InternalRevenueServiceIRSMember 2020-06-01 2021-05-31 0001341439 us-gaap:LatestTaxYearMember us-gaap:InternalRevenueServiceIRSMember 2020-06-01 2021-05-31 0001341439 us-gaap:StateAndLocalJurisdictionMember us-gaap:EarliestTaxYearMember 2020-06-01 2021-05-31 0001341439 us-gaap:StateAndLocalJurisdictionMember us-gaap:LatestTaxYearMember 2020-06-01 2021-05-31 0001341439 us-gaap:ForeignCountryMember us-gaap:EarliestTaxYearMember 2020-06-01 2021-05-31 0001341439 us-gaap:ForeignCountryMember us-gaap:LatestTaxYearMember 2020-06-01 2021-05-31 0001341439 us-gaap:StateAndLocalJurisdictionMember 2020-06-01 2021-05-31 0001341439 us-gaap:EarliestTaxYearMember 2020-06-01 2021-05-31 0001341439 us-gaap:LatestTaxYearMember 2020-06-01 2021-05-31 0001341439 us-gaap:DomesticCountryMember 2021-05-31 0001341439 us-gaap:DomesticCountryMember 2020-06-01 2021-05-31 0001341439 us-gaap:ForeignCountryMember 2020-06-01 2021-05-31 orcl:Business orcl:Segment 0001341439 us-gaap:OperatingSegmentsMember orcl:CloudAndLicenseBusinessMember 2020-06-01 2021-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:CloudAndLicenseBusinessMember 2019-06-01 2020-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:CloudAndLicenseBusinessMember 2018-06-01 2019-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:HardwareBusinessMember 2020-06-01 2021-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:HardwareBusinessMember 2019-06-01 2020-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:HardwareBusinessMember 2018-06-01 2019-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:ServicesBusinessMember 2020-06-01 2021-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:ServicesBusinessMember 2019-06-01 2020-05-31 0001341439 us-gaap:OperatingSegmentsMember orcl:ServicesBusinessMember 2018-06-01 2019-05-31 0001341439 us-gaap:OperatingSegmentsMember 2020-06-01 2021-05-31 0001341439 us-gaap:OperatingSegmentsMember 2019-06-01 2020-05-31 0001341439 us-gaap:OperatingSegmentsMember 2018-06-01 2019-05-31 0001341439 us-gaap:MaterialReconcilingItemsMember 2020-06-01 2021-05-31 0001341439 us-gaap:MaterialReconcilingItemsMember 2019-06-01 2020-05-31 0001341439 us-gaap:MaterialReconcilingItemsMember 2018-06-01 2019-05-31 0001341439 srt:AmericasMember 2020-06-01 2021-05-31 0001341439 srt:AmericasMember 2019-06-01 2020-05-31 0001341439 srt:AmericasMember 2018-06-01 2019-05-31 0001341439 us-gaap:EMEAMember 2020-06-01 2021-05-31 0001341439 us-gaap:EMEAMember 2019-06-01 2020-05-31 0001341439 us-gaap:EMEAMember 2018-06-01 2019-05-31 0001341439 srt:AsiaPacificMember 2020-06-01 2021-05-31 0001341439 srt:AsiaPacificMember 2019-06-01 2020-05-31 0001341439 srt:AsiaPacificMember 2018-06-01 2019-05-31 0001341439 orcl:ApplicationsCloudServicesAndLicenseSupportMember 2020-06-01 2021-05-31 0001341439 orcl:ApplicationsCloudServicesAndLicenseSupportMember 2019-06-01 2020-05-31 0001341439 orcl:ApplicationsCloudServicesAndLicenseSupportMember 2018-06-01 2019-05-31 0001341439 orcl:InfrastructureCloudServicesAndLicenseSupportMember 2020-06-01 2021-05-31 0001341439 orcl:InfrastructureCloudServicesAndLicenseSupportMember 2019-06-01 2020-05-31 0001341439 orcl:InfrastructureCloudServicesAndLicenseSupportMember 2018-06-01 2019-05-31 0001341439 orcl:CloudServicesAndLicenseSupportMember 2020-06-01 2021-05-31 0001341439 orcl:CloudServicesAndLicenseSupportMember 2019-06-01 2020-05-31 0001341439 orcl:CloudServicesAndLicenseSupportMember 2018-06-01 2019-05-31 0001341439 country:US 2021-03-01 2021-05-31 0001341439 country:GB 2021-03-01 2021-05-31 0001341439 country:JP 2021-03-01 2021-05-31 0001341439 country:DE 2021-03-01 2021-05-31 0001341439 country:CA 2021-03-01 2021-05-31 0001341439 orcl:OtherCountriesMember 2021-03-01 2021-05-31 0001341439 2021-03-01 2021-05-31 0001341439 country:US 2021-05-31 0001341439 country:GB 2021-05-31 0001341439 country:JP 2021-05-31 0001341439 country:DE 2021-05-31 0001341439 country:CA 2021-05-31 0001341439 orcl:OtherCountriesMember 2021-05-31 0001341439 country:US 2020-03-01 2020-05-31 0001341439 country:GB 2020-03-01 2020-05-31 0001341439 country:JP 2020-03-01 2020-05-31 0001341439 country:DE 2020-03-01 2020-05-31 0001341439 country:CA 2020-03-01 2020-05-31 0001341439 orcl:OtherCountriesMember 2020-03-01 2020-05-31 0001341439 2020-03-01 2020-05-31 0001341439 country:US 2020-05-31 0001341439 country:GB 2020-05-31 0001341439 country:JP 2020-05-31 0001341439 country:DE 2020-05-31 0001341439 country:CA 2020-05-31 0001341439 orcl:OtherCountriesMember 2020-05-31 0001341439 country:US 2019-03-01 2019-05-31 0001341439 country:GB 2019-03-01 2019-05-31 0001341439 country:JP 2019-03-01 2019-05-31 0001341439 country:DE 2019-03-01 2019-05-31 0001341439 country:CA 2019-03-01 2019-05-31 0001341439 orcl:OtherCountriesMember 2019-03-01 2019-05-31 0001341439 2019-03-01 2019-05-31 0001341439 country:US 2019-05-31 0001341439 country:GB 2019-05-31 0001341439 country:JP 2019-05-31 0001341439 country:DE 2019-05-31 0001341439 country:CA 2019-05-31 0001341439 orcl:OtherCountriesMember 2019-05-31 0001341439 orcl:HewlettPackardLitigationMember 2016-06-29 2016-06-30 0001341439 orcl:HewlettPackardLitigationMember 2020-06-01 2021-05-31

Table of Contents

Index to Financial Statements

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2021

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to        

Commission File Number: 001-35992

 

Oracle Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

54-2185193

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

2300 Oracle Way

 

Austin, Texas

(Address of principal executive offices)

78741

(Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

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

 

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes     No  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  

Accelerated filer    

Non-accelerated filer  

Smaller reporting company  

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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

The aggregate market value of the voting stock held by non-affiliates of the registrant was $96,373,328,000 based on the number of shares held by non-affiliates of the registrant as of May 31, 2021, and based on the closing sale price of common stock as reported by the New York Stock Exchange on November 30, 2020, which is the last business day of the registrant’s most recently completed second fiscal quarter. This calculation does not reflect a determination that persons are affiliates for any other purposes.

Number of shares of common stock outstanding as of June 15, 2021: 2,792,000,000.

Documents Incorporated by Reference:

Portions of the registrant's definitive proxy statement relating to its 2021 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended May 31, 2021.

 

 


 

 

ORACLE CORPORATION

FISCAL YEAR 2021

FORM 10-K

ANNUAL REPORT

 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

 

 

 

PART I.

 

 

 

 

 

 

 

 

 

Item 1.

 

Business

 

3

 

 

 

 

 

Item 1A.

 

Risk Factors

 

18

 

 

 

 

 

Item 1B.

 

Unresolved Staff Comments

 

32

 

 

 

 

 

Item 2.

 

Properties

 

32

 

 

 

 

 

Item 3.

 

Legal Proceedings

 

33

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

33

 

 

 

 

 

PART II.

 

 

 

 

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

34

 

 

 

 

 

Item 6.

 

Selected Financial Data

 

35

 

 

 

 

 

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

36

 

 

 

 

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

57

 

 

 

 

 

Item 8.

 

Financial Statements and Supplementary Data

 

59

 

 

 

 

 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

59

 

 

 

 

 

Item 9A.

 

Controls and Procedures

 

59

 

 

 

 

 

Item 9B.

 

Other Information

 

60

 

 

 

 

 

PART III.

 

 

 

 

 

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

61

 

 

 

 

 

Item 11.

 

Executive Compensation

 

61

 

 

 

 

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

61

 

 

 

 

 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

61

 

 

 

 

 

Item 14.

 

Principal Accountant Fees and Services

 

61

 

 

 

 

 

PART IV.

 

 

 

 

 

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

62

 

 

 

 

 

Item 16.

 

Form 10-K Summary

 

111

 

 

 

 

 

 

 

Signatures

 

117

 

 

 

 

 

 

 

 

 


Table of Contents

Index to Financial Statements

 

 

Cautionary Note on Forward-Looking Statements

For purposes of this Annual Report, the terms “Oracle,” “we,” “us” and “our” refer to Oracle Corporation and its consolidated subsidiaries. This Annual Report on Form 10-K contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of 1995. These include, among other things, statements regarding:

 

our expectations regarding the impacts on our business as a result of the global COVID-19 pandemic;

 

our expectation that we may acquire companies, products, services and technologies to further our corporate strategy as compelling opportunities become available;

 

our belief that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings, and increase stockholder value;

 

our expectation that, on a constant currency basis, our total cloud and license revenues generally will continue to increase due to expected growth in our cloud services and our license support offerings, and continued demand for our cloud license and on-premise license offerings;

 

our belief that our Oracle Cloud Software-as-a-Service and Infrastructure-as-a-Service (SaaS and IaaS, respectively, and collectively, Oracle Cloud Services) offerings are opportunities for us to expand our cloud and license business, and that we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud;

 

our belief that we can market our SaaS and IaaS services to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly available, intuitive design, low touch and low cost characteristics of the Oracle Cloud;

 

our expectation that substantially all of our customers will renew their license support contracts annually;

 

our belief that Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to facilitate and extract more business value out of the adoption of other Oracle SaaS offerings as customers realize the value of a common data model that spans across core business applications;

 

our belief that our SaaS offerings remove business boundaries between front- and back-office activities;

 

our expectations regarding the Oracle Autonomous Database to deliver rapid insights and innovation to our customers while also reducing customer downtime and cost;

 

our expectation that current and expected customer demand will require us to accelerate cloud services and license support expenses in order to expand the Oracle Cloud by increasing existing data center capacity and adding additional data centers in new geographic locations, which may result in lower total operating margins in future periods;

 

our expectation that our hardware business will have lower operating margins as a percentage of revenues than our cloud and license business;

 

our expectation that we will continue to make significant investments in research and development, and our belief that research and development efforts are essential to maintaining our competitive position;

 

our expectation that our international operations will continue to provide a significant portion of our total revenues and expenses;

 

our expectation that variable expenditures that were curtailed primarily in response to COVID-19 may normalize in future periods provided global economic conditions improve;

1


Table of Contents

Index to Financial Statements

 

 

our expectation that the proportion of our cloud services and license support revenues relative to our cloud license and on-premise license revenues, hardware revenues and services revenues will continue to increase;

 

the sufficiency of our sources of funding for working capital, capital expenditures, contractual obligations, acquisitions, dividends, stock repurchases, debt repayments and other matters;

 

our belief that we have adequately provided under U.S. generally accepted accounting principles for outcomes related to our tax audits and that the final outcome of our tax-related examinations, agreements or judicial proceedings will not have a material effect on our results of operations, and our belief that our net deferred tax assets will likely be realized in the foreseeable future;

 

our belief that the outcome of certain legal proceedings and claims to which we are a party will not, individually or in the aggregate, result in losses that are materially in excess of amounts already recognized, if any;

 

the possibility that certain legal proceedings to which we are a party could have a material impact on our financial position, future cash flows and results of operations;

 

the possibility that we may incur additional restructuring expenses in future periods due to the initiation of new restructuring plans;

 

declarations of future cash dividend payments and the timing and amount of future stock repurchases, including our expectation that the levels of our future stock repurchase activity may be modified in comparison to past periods in order to use available cash for other purposes;

 

our expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements;

 

our expectation that, to the extent customers renew support contracts or cloud SaaS and IaaS contracts from companies that we have acquired, we will recognize revenues for the full contracts’ values over the respective renewal periods;

 

our ability to predict revenues, particularly certain cloud license and on-premise license revenues and hardware revenues;

 

the percentage of remaining performance obligations that we expect to recognize as revenues over the next twelve months;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may be preceded by, followed by or include the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “strives,” “endeavors,” “estimates,” “will,” “should,” “is designed to” and similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included elsewhere in this Annual Report and as may be updated in filings we make from time to time with the U.S. Securities and Exchange Commission (the SEC), including our Quarterly Reports on Form 10-Q to be filed by us in our fiscal year 2022, which runs from June 1, 2021 to May 31, 2022.

We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. New information, future events or risks could cause the forward-looking events we discuss in this Annual Report not to occur. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this Annual Report.

2


Table of Contents

Index to Financial Statements

 

PART I

Item 1.

Business

Oracle provides products and services that address enterprise information technology (IT) environments. Our products and services include applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise deployments, cloud-based deployments, and hybrid deployments (an approach that combines both on-premise and cloud-based deployment) such as our Oracle Cloud@Customer offering (an instance of Oracle Cloud in a customer’s own data center). Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs. Our customers include businesses of many sizes, government agencies, educational institutions and resellers that we market and sell to directly through our worldwide sales force and indirectly through the Oracle Partner Network. Using Oracle technologies, our customers build, deploy, run, manage and support their internal and external products, services and business operations including, for example, a global cloud application supplier that utilizes Oracle Cloud Infrastructure-as-a-Service (IaaS) to provide its Software-as-a-Service (SaaS) offerings; a multi-national financial institution that runs its banking applications using the Oracle Exadata Database Machine; and a global consumer products company that leverages Oracle Fusion Cloud Enterprise Resource Planning for its accounting processes, consolidation and financial planning functions.

Oracle Cloud Services offerings, which include Oracle SaaS and Oracle IaaS offerings, provide a comprehensive and integrated stack of applications and infrastructure services delivered via cloud-based deployment models. Oracle Cloud Services integrate the software, hardware and services on a customer’s behalf in a cloud-based IT environment that Oracle deploys, upgrades, supports and manages for the customer.

Oracle Cloud Services are designed to be rapidly deployable to enable customers shorter time to innovation; intuitive for casual and experienced users; easily maintainable to reduce upgrade, integration and testing work; connectable among differing deployment models to enable interchangeability and extendibility between IT environments; compatible to easily move workloads between the Oracle Cloud and other IT environments; cost-effective by requiring lower upfront customer investment; and secure, standards-based and reliable.

Oracle cloud license and on-premise license deployment offerings include Oracle Applications, Oracle Database and Oracle Middleware software offerings, among others, which customers deploy using IT infrastructure from the Oracle Cloud or their own cloud-based or on-premise IT environments. Substantially all customers, at their option, purchase license support contracts when they purchase an Oracle license.

Oracle hardware products include Oracle Engineered Systems, servers, storage and industry-specific products, among others. Customers generally opt to purchase hardware support contracts when they purchase Oracle hardware products.

Oracle also offers services to assist our customers and partners to maximize the performance of their Oracle purchases.

Providing choice and flexibility to Oracle customers as to when and how they deploy Oracle applications and infrastructure technologies is an important element of our corporate strategy. We believe that offering customers broad, comprehensive, flexible and interoperable deployment models for Oracle applications and infrastructure technologies is important to our growth strategy and better addresses customer needs relative to our competitors, many of whom provide fewer offerings, more restrictive deployment models and less flexibility for a customer’s transition to cloud-based IT environments.

Our investments in, and innovation with respect to, Oracle products and services that we offer through our three businesses (cloud and license, hardware and services businesses, described further below) are another important element of our corporate strategy. In fiscal 2021, 2020 and 2019, we invested $6.5 billion, $6.1 billion and $6.0 billion, respectively, in research and development to enhance our existing portfolio of offerings and products and to develop new technologies and services. We have a deep understanding as to how applications and infrastructure technologies interact and function with one another. We focus our development efforts on improving the performance, security, operation, integration and cost-effectiveness of our offerings relative to our competitors; facilitating the ease with which organizations are able to deploy, use, manage and maintain our offerings; and incorporating emerging technologies within our offerings to enable leaner business processes,

3


Table of Contents

Index to Financial Statements

 

automation and innovation. For example, the Oracle Autonomous Database is designed to deliver transformational infrastructure through an Oracle Cloud IaaS offering that utilizes Oracle’s Next-Generation Cloud Infrastructure’s machine learning capabilities. After an initial purchase of Oracle products and services, our customers can continue to benefit from our offerings, research and development efforts and deep IT expertise by electing to purchase and renew Oracle support offerings for their license and hardware deployments, which may include product enhancements that we periodically deliver to our products, and by renewing their Oracle Cloud Services contracts with us.

Our selective and active acquisition program is another important element of our corporate strategy. We believe that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings, and increase stockholder value. We have invested billions of dollars over time to acquire a number of companies, products, services and technologies that add to, are complementary to, or have otherwise enhanced our existing offerings. We expect to continue to acquire companies, products, services and technologies to further our corporate strategy.

We have three businesses, each of which is comprised of a single operating segment. Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 15 of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report, provide additional information related to our businesses and operating segments.

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

Impacts of the COVID-19 Pandemic on Oracle’s Business

Oracle is committed to the health, safety and welfare of our employees, customers, suppliers, communities, stockholders and other stakeholders. While the world continues to navigate the risks and uncertainties associated with the COVID-19 pandemic, we are committed to providing critical technologies, programs and support to individuals and organizations to navigate, adjust and advance their operations in light of the unique demands and constraints imposed by the pandemic. Many enterprises, governments and educational institutions have faced unprecedented disruption due to the COVID-19 pandemic and their customers expect to deal with organizations in digital ways more than ever before. Organizations have been required to adjust their operations and IT infrastructures to operate safely while agilely responding to evolving purchaser needs and business requirements. Organizations have turned to the Oracle Cloud to accelerate their digital transformations using applications and infrastructure technologies that are designed to be complete, current, and robust in order to safely and securely operate, safeguard and advance their business initiatives. Regardless of IT deployment model, Oracle has developed, delivered and supported products and services for decades that enable telecommunication companies to keep people connected; retailers to provide food and other necessities; researchers to identify solutions; hospitals to provide care; airlines to ensure travel; banks to help people access funds; insurers to provide benefits; governments to keep people safe and informed; utilities to supply power and water; and many other critical functions.

We have proactively sought, supported, donated to, partnered and engaged with organizations globally that provide critical medicines, research, goods and services to combat the COVID-19 pandemic, including:

 

medical research organizations, which power COVID-19 simulation and modeling projects using Oracle Cloud IaaS;  

 

the U.S. federal government, which received Oracle’s National Electronic Health Records Cloud and Oracle’s Public Health Management Applications Suite to help public health agencies collect and analyze information related to COVID-19 and track any adverse effects related to COVID-19 vaccines;

 

national governments of several African countries, which are receiving systems and services to manage public health vaccination programs, through our work with the Tony Blair Institute;

 

hospitals, which have utilized Oracle infrastructure technologies to rapidly develop and deploy applications that collect, analyze and manage characteristics of COVID-19 patients;

4


Table of Contents

Index to Financial Statements

 

 

enterprises, which, at the onset of the COVID-19 pandemic, Oracle permitted at no additional charge to access Oracle Fusion Cloud Human Capital Management (HCM) options for employee health and safety programs in order to proactively manage and respond to COVID-19 implications on their workforces;

 

state and local government agencies, which have utilized Oracle Cloud SaaS solutions to develop and target constituent outreach related to COVID-19, and to assess, research and respond to COVID-19 incident management on a unified platform; and

 

pharmaceutical companies, which power their research and clinical trials using Oracle Health Sciences solutions;

among dozens of other specific use cases, programs and partnerships that Oracle has donated to, partnered with, developed and supported in response to the COVID-19 pandemic.

Oracle applications and infrastructure technologies are critical to the business operations of our customers, which number in the hundreds of thousands across a broad geographic and industry base. We are profitable and generate a large amount of positive cash flow from our operations and we do not believe the COVID-19 pandemic will jeopardize either of these characteristics of our business. Other impacts due to COVID-19 on our business are currently unknown.

For additional discussion regarding the impacts and risks to our business from the COVID-19 pandemic, refer to Item 1A Risk Factors and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report on Form 10-K.

Oracle Applications and Infrastructure Technologies

Oracle’s comprehensive portfolio of applications and infrastructure technologies is designed to address an organization’s IT environment needs including business process, infrastructure and applications development requirements, among others. Oracle technologies are based upon industry standards and are designed to be enterprise-grade, reliable, scalable and secure. Oracle applications and infrastructure technologies including database and middleware software as well as enterprise applications, virtualization, clustering, large-scale systems management and related infrastructure products and services are the building blocks of Oracle Cloud Services, our partners’ cloud services, and our customers’ cloud IT environments. Oracle applications and infrastructure offerings are marketed and sold through our cloud and license, hardware, and services businesses and are delivered through the Oracle Cloud, or through other IT deployment models including cloud-based, hybrid and on-premise deployments. We believe Oracle applications and infrastructure offerings enable flexibility, interoperability and choice to best meet customer IT needs.

We believe that our Oracle Cloud Services offerings are opportunities for us to expand our cloud and license business. We believe that our customers increasingly recognize the value of access to the latest versions of Oracle cloud-based applications and infrastructure capabilities via a lower cost, rapidly deployable, flexible and interoperable services model that Oracle provisions, manages, upgrades and maintains on the customer’s behalf. We believe that we can market and sell our Oracle SaaS and IaaS offerings together to help new and existing customers migrate their extensive installed base of on-premise applications and infrastructure technologies to the Oracle Cloud and we believe we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud. In addition, we also believe we can market our SaaS and IaaS services to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly available, intuitive design, low touch and low cost characteristics of the Oracle Cloud.

In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud Services deployment models has increased. To address customer demand and enable customer choice, we have introduced certain programs for customers to pivot their applications and infrastructure licenses and license support contracts to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services and license support revenues relative to our cloud license and on-premise license revenues, hardware revenues and services revenues has increased and represented 71%, 70% and 68% of our total revenues during fiscal 2021, 2020 and 2019, respectively. We expect these trends to continue.

5


Table of Contents

Index to Financial Statements

 

Oracle Applications Technologies

Oracle applications technologies are marketed, sold, delivered and supported through our cloud and license business. Our applications cloud services and license support revenues represented 41% of our total cloud services and license support revenues in fiscal 2021 and 40% of our total cloud services and license support revenues in each of fiscal 2020 and 2019. Oracle applications technologies include our Oracle Cloud SaaS offerings, which are available for customers as a subscription, and Oracle Applications license offerings, which are available for customers to purchase for use within the Oracle Cloud, and other cloud-based and on-premise IT environments, and include the option to purchase related license support. Regardless of the deployment model selected, our applications technologies are designed to reduce the risk, cost and complexity of our customers’ IT infrastructures, while supporting customer choice with flexible deployment models that readily enable performance, agility, compatibility and extendibility. Our applications technologies are generally designed using industry standard architectures to manage and automate core business functions across the enterprise, as well as to help customers differentiate and innovate in those processes unique to their industries or organizations. We offer applications that are deployable to meet several business automation requirements across a broad range of industries. We also offer industry-specific applications, which provide solutions to customers in the automotive, communications, construction and engineering, consumer goods, education and research, financial services, food and beverage, healthcare, high technology, hospitality, industrial manufacturing, life sciences, media and entertainment, public sector, retail and utilities industries, among others.

Oracle Cloud Software as a Service (SaaS)

Oracle’s broad spectrum of Oracle Cloud SaaS offerings provides customers a choice of software applications that are delivered via a cloud-based IT environment that we host, manage, upgrade and support, and that customers purchase by entering into a subscription agreement with us for a stated period. Customers access Oracle Cloud SaaS offerings utilizing common web browsers via a broad spectrum of devices. Our SaaS offerings are built upon open industry standards such as SQL, Java and HTML5 for easier application accessibility, integration and development. Our SaaS offerings represent an industry leading business innovation platform, leveraging Oracle’s Next-Generation Cloud Infrastructure, and include a broad suite of modular, next generation cloud software applications spanning all core business functions including, among others:

 

Oracle Fusion Cloud Enterprise Resource Planning (ERP), which is designed to be a complete, global and integrated ERP solution to help organizations improve decision making and workforce productivity, and to optimize back-office operations by utilizing a single data and security model with a common user interface;

 

Oracle Fusion Cloud Enterprise Performance Management (EPM), which is designed to analyze financial performance, drive accurate and agile financial plans, optimize the financial close and consolidation process, streamline account reconciliation and satisfy an organization’s reporting requirements;

 

Oracle Fusion Cloud Supply Chain and Manufacturing Management (SCM), which is designed to help organizations create, optimize and digitize their supply chains and innovate products quickly;

 

Oracle Fusion Cloud HCM, which is designed to help organizations find, develop and retain their talent, enable collaboration, provide complete workforce insights, improve business process efficiency, and enable users to connect to an integrated suite of HCM applications from any device;

 

Oracle Fusion Cloud Advertising and Customer Experience including Sales, Service, Marketing and Advertising, which is designed to be a complete and integrated solution to help organizations deliver consistent and personalized customer experiences across their customer channels, touch points and interactions. It also enables organizations to leverage their own data and consumer data to inform and measure marketing strategies and programs; and

 

NetSuite Applications Suite, which is designed to be a unified, cloud-based applications suite to run a company’s entire business and includes financials and ERP, customer relationship management, human resources, professional services and commerce, among others. It is generally marketed to small to medium-sized organizations.

6


Table of Contents

Index to Financial Statements

 

In addition, we offer several cloud-based industry solutions to address specific customer needs within certain industries including construction and engineering, retail, and utilities, among others.

Customers, partners and other interested parties may elect to subscribe to Oracle applications and infrastructure training and certification programs through a variety of online, cloud-based learning subscriptions offered by Oracle University. Learners generally have unlimited access to course content delivered during the subscription period.

We believe that the comprehensiveness and breadth of our SaaS offerings as a business innovation platform differentiate us from many of our competitors that offer more limited or specialized applications. Our SaaS offerings are designed to support connected business processes in the cloud and are centered on an intuitive and conversational user experience, a responsive, open and flexible business core, and a common data model. We believe Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to facilitate and extract more business value out of the adoption of other Oracle SaaS offerings, such as Oracle Fusion Cloud HCM and Oracle Fusion Cloud EPM, as customers realize the value of a common data model that spans across core business applications. We believe our SaaS offerings remove business boundaries between front- and back-office activities. Our SaaS offerings are designed to deliver a secure data isolation architecture and flexible upgrades; self-service access controls for users; a Service-Oriented Architecture; built-in social, mobile and business insight capabilities (analytics); and a high performance, high availability infrastructure based on our infrastructure technologies, including Oracle’s Next-Generation Cloud Infrastructure. These SaaS capabilities are designed to simplify IT environments, reduce time to implementation and risk, provide an intuitive user experience for casual and experienced users, and enable customers to focus resources on business growth opportunities. Our SaaS offerings are also designed to natively incorporate advanced technologies such as Internet-of-Things (IoT), artificial intelligence, machine learning, blockchain, digital assistants and advances in the “human interface” and how users interact with Oracle Cloud SaaS offerings within a business context or to augment human capabilities to enhance productivity.

Oracle Applications Licenses

Customers have the ability to license Oracle Applications for use within the Oracle Cloud or within their own cloud-based or on-premise IT environments. Oracle Applications are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, Advertising and Customer Experience, and industry-specific applications as described above, among others.

We provide customers the option to purchase license support contracts in connection with the purchase of Oracle Applications licenses.

Oracle License Support

Oracle license support offerings are marketed and sold as a part of our cloud and license business. Substantially all of our customers opt to purchase license support contracts when they purchase Oracle applications and infrastructure licenses to run within the Oracle Cloud or other cloud-based and on-premise IT environments. We believe our license support offerings protect and enhance our customers’ investments in Oracle applications and infrastructure technologies because they provide proactive and personalized support services including Oracle Lifetime Support and unspecified license enhancements and upgrades during the term of the support period. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. Our license support contracts are generally priced as a percentage of the net fees paid by the customer to purchase the license and are typically one year in duration.

7


Table of Contents

Index to Financial Statements

 

Oracle Infrastructure Technologies

Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business and through our hardware business. Our infrastructure technologies are designed to be flexible, cost-effective, standards-based, secure and high-performance in order to facilitate the development, running, integration, management and extension across an organization’s cloud-based, on-premise and hybrid IT environments.

Our cloud and license business’ infrastructure technologies include the Oracle Database, which is the world’s most popular enterprise database; Java, which is the computer industry’s most widely-used software development language; and middleware including development tools, among others. These technologies are available through a subscription to our Oracle Cloud IaaS offerings or through the purchase of a license and related license support, at the customer’s option, to run within the Oracle Cloud, as a part of a customer’s on-premise cloud services, and in other customer IT environments. Our cloud and license business’ infrastructure technologies also include cloud-based compute, storage and networking capabilities, among others, through our Oracle Cloud IaaS offerings that are further described below. Our infrastructure offerings also include new and innovative services such as Oracle Autonomous Database (described further below) and emerging technologies such as IoT, digital assistant, and blockchain.

Our hardware business’ infrastructure technologies consist of hardware products and certain unique hardware-related software offerings including Oracle Engineered Systems, enterprise servers, storage solutions, industry-specific hardware, virtualization software, operating systems, management software, and related hardware services, including hardware support at the customer’s option. Our customers utilize Oracle hardware products and related offerings in their cloud-based, on-premise or hybrid environments to run their internal business operations and to deliver products and services to their customers.

We design our infrastructure technologies to work in our customers’ on-premise IT environments that may include other Oracle or non-Oracle hardware or software components. Our flexible and open approach also provides Oracle customers with a choice as to how they can utilize and deploy Oracle infrastructure technologies: through the use of Oracle Cloud offerings; on-premise in our customers’ data centers; or a hybrid combination of these two deployment models, such as in the Oracle Cloud@Customer deployment model (described further below). We focus on the operation and integration of Oracle infrastructure technologies to make them easier to deploy, extend, interconnect, manage and maintain for our customers and to improve computing performance relative to our competitors’ offerings. For example, the Oracle Exadata Database Machine integrates multiple Oracle technology components to work together to deliver improved performance, availability, scalability, security and operational efficiency of Oracle Database workloads relative to our competitors’ products.

Oracle Infrastructure Technologies – Cloud and License Business Offerings

Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business. Our infrastructure cloud services and license support revenues represented 59% of our total cloud services and license support revenues during fiscal 2021 and 60% in each of fiscal 2020 and 2019.

Oracle Cloud Infrastructure as a Service (IaaS)

Oracle Cloud IaaS is based upon Oracle’s Next-Generation Cloud Infrastructure and is designed to deliver IaaS services including compute, storage and networking services, among others, as well as Oracle Autonomous Database that Oracle runs, manages, upgrades and supports on behalf of the customer for a fee for a stated time period, or for certain of our IaaS services, on a “pay-as-you-go” basis at a specified rate for services consumed. By utilizing Oracle Cloud IaaS, customers can leverage the Oracle Cloud for enterprise-grade, high performance, scalable, cost-effective and secure infrastructure technologies that are designed to be rapidly deployable and provide real-time elasticity while reducing the amount of time and resources normally consumed by IT processes within on-premise environments. Oracle’s Next-Generation Cloud Infrastructure technology is designed to be differentiated from other cloud vendors to provide better security by separating cloud control code computers from customer data compute nodes. Customers use Oracle Cloud IaaS offerings to build and operate new cloud-native applications, to run new workloads and to move their existing Oracle or non-Oracle workloads to the Oracle

8


Table of Contents

Index to Financial Statements

 

Cloud from their on-premise data centers or from other cloud-based IT environments, among other uses. We continue to invest in Oracle Cloud IaaS to improve features and performance; to expand the catalog of cloud-based infrastructure tools and services that we provide; to increase the capacity and geographic footprint to deliver these services; to simplify the processes for migrating workloads to the Oracle Cloud; and to provide customers with the ability to run workloads across different IT environments, the Oracle Cloud as well as other third-party clouds in a hybrid deployment model.

Oracle customers and partners utilize Oracle’s open, standards-based IaaS offerings for platform-related services that are based upon the Oracle Database, Java and Oracle Middleware, including open source and other tools for a variety of use cases across data management (including the use of Oracle Autonomous Database), applications development, integration, content management, analytics, IT management and governance, security, and rapidly emerging technologies such as machine learning. Oracle Cloud IaaS machine learning features are designed to be embedded into customer applications for a variety of predictive use cases including, among others, the servicing of machine parts that are at risk of failing, the stocking of retailer store shelves, and the financial modeling to stay within a business’ forecasts.

Oracle customers and partners also utilize Oracle Cloud IaaS for highly-scalable, available, and secure compute, storage and networking services. Our Oracle Cloud IaaS offerings’ cloud-based compute services range from virtual machines to graphics processing unit-based offerings to bare metal servers and include options for dense I/O workloads and high performance computing. Oracle Cloud IaaS also includes a range of cloud-based storage offerings including block, object and archive storage services. In addition, Oracle Cloud IaaS offers networking, connectivity, and edge services that help connect customer data centers and third-party clouds, such as Microsoft Azure, with our Oracle Cloud IaaS offerings.

Oracle Cloud@Customer offerings are a direct response to restrictions imposed upon cloud-based IT environment adoption by businesses that operate within certain regulated industries, entities or jurisdictions and enable customer choice in deployment models. Oracle Cloud@Customer enables customers to run Oracle Autonomous Database or Oracle Database in their own data centers behind their firewalls while having the services managed by Oracle. Oracle Cloud@Customer offerings enable customers to take advantage of the agility, innovation and subscription-based pricing of Oracle Cloud Services while meeting data sovereignty, data residency, data protection and regulatory business policy requirements. Oracle Dedicated Region Cloud@Customer is designed to enable customers to bring a self-contained Oracle Cloud instance into their data centers while accessing a substantial portfolio of Oracle Cloud IaaS and SaaS offerings. Oracle Roving Edge Infrastructure offerings are designed to enable customers to access cloud computing and storage services at the edge of networks and in generally disconnected locations in order to accelerate deployment of cloud workloads outside of the data center.

Oracle Database Licenses

Oracle Database is the world’s most popular enterprise database and is designed to enable reliable and secure storage, retrieval and manipulation of all forms of data. Oracle Database is licensed throughout the world by businesses and organizations of all sizes for a multitude of purposes, including, among others: for use within the Oracle Cloud to deliver our Oracle Cloud SaaS and IaaS offerings; for use as a cloud license by a number of cloud-based vendors within their respective cloud services offerings; for packaged and custom applications for transaction processing; and for data warehousing and business intelligence. Oracle Database may be deployed in various IT environments including Oracle Cloud, Oracle Cloud@Customer and Dedicated Region Cloud@Customer environments, other cloud-based IT environments, and on-premise data centers, among others. As described above, customers may elect to purchase license support for Oracle Database licenses. We also offer Oracle Database cloud services, such as Oracle Exadata Cloud Service and Oracle Database Service, as a part of our Oracle Cloud IaaS offerings.

Oracle Database Enterprise Edition is available with a number of optional add-on products to address specific customer requirements. In addition to the Oracle Database, we offer a portfolio of specialized database products to address specific customer requirements.

9


Table of Contents

Index to Financial Statements

 

Oracle Autonomous Database

Oracle Autonomous Database offerings are designed to deliver performance and scale with automated database operations and policy-driven optimization by combining certain Oracle infrastructure technologies including the Oracle Database, Oracle’s Next-Generation Cloud Infrastructure, Oracle Exadata, and native machine learning capabilities, among others. Oracle Autonomous Database offerings are designed to be self-driving, lower labor costs and reduce human error for routine database administration tasks including maintenance, tuning, patching, security and backup. Oracle Autonomous Database offerings use machine learning-driven diagnostics for fault prediction and error handling. We believe the Oracle Autonomous Database offerings deliver rapid insights and innovation by enabling organizations to quickly provision a data warehouse that automatically and elastically scales to handle very large data warehouses and support millions of transactions per second while enabling a flexible payment model for only the resources used. The integration of Oracle Autonomous Database with other Oracle Cloud Services, such as Java Cloud and Oracle APEX low-code service, and the open interfaces and integrations, provide developers with a modern, open platform to develop new and innovative applications.

Oracle Autonomous Database offerings include:

 

Oracle Autonomous Data Warehouse (ADW), which is designed to provide customers with easy-to-use analytics tools in a fully managed, high-performance and elastic service optimized for data warehouse workloads. We believe that most businesses view data as a potentially high-value source that can be used to gain new insights into their customers’ behaviors, to anticipate future demand more accurately, to align workforce deployment with business activity forecasts and to accelerate the pace of operations, among other benefits. ADW’s self-patching and self-tuning capabilities are designed to enable upgrades while the database is running, thereby eliminating human error. Oracle ADW automates manual IT tasks such as deployment, storing, securing, scaling and backing-up data. In addition, the machine learning–based technology of ADW is designed to enable customers to deploy new, or move existing data marts and data warehouses to the cloud and includes a drag and drop interface that is designed to be highly intuitive; and

 

Oracle Autonomous Transaction Processing (ATP), which is designed to enable organizations to safely run a complex mix of high-performance transactions, reporting and batch processing using instant, elastic compute and storage through an Oracle Database running on an Oracle Exadata cloud-based instance. Oracle ATP is designed to enable organizations to conduct real-time transactional data analysis for faster results and lower administration costs, and to eliminate cyber-attacks on unpatched or unencrypted databases. Oracle ATP is designed to be simple and agile to develop and deploy new applications because complex management and tuning is not required.

Oracle ADW and Oracle ATP offer the following options, among others:

 

Shared Exadata Infrastructure, which is designed to be a simple and elastic deployment choice in which Oracle autonomously operates all aspects of the database lifecycle, including database placement, backup and software updates; and

 

Dedicated Exadata Infrastructure, which is designed to provide the characteristics of a private cloud in a public cloud deployment, including dedicated compute, storage, network and database resources for a single tenant. Dedicated Exadata Infrastructure deployment is also designed to provide high levels of security isolation and governance with customizable operational policies for autonomous operations for workload placement, workload optimization, schedule updating, availability, over-provisioning and peak usage.

Oracle Middleware Licenses

We license our Oracle Middleware, which is a broad family of integrated application infrastructure software, for use in the Oracle Cloud, other cloud-based environments, on-premise data centers and related IT environments. Oracle Middleware is designed to enable customers to design and integrate Oracle and non-Oracle business applications, automate business processes, scale applications to meet customer demand, simplify security and

10


Table of Contents

Index to Financial Statements

 

compliance, manage lifecycles of documents and get actionable, targeted business intelligence. Built with Oracle’s Java technology platform, Oracle Middleware products are designed to be flexible across different deployment environments—cloud, on-premise or hybrid—as a foundation for custom, packaged and composite applications, thereby simplifying and reducing time to deployment. Oracle Middleware is designed to protect customers’ IT investments and work with both Oracle and non-Oracle database, middleware and applications software through an open architecture and adherence to industry standards. In addition, Oracle Middleware supports multiple development languages and tools, which enables developers to flexibly build once and deploy applications globally across websites, portals and cloud-based applications utilizing a variety of IT environments.

Among our other middleware license offerings, we license a wide range of development tools, such as Oracle WebLogic Server for Java application development and Oracle Mobile Application Framework, which is designed to address the needs of businesses that are increasingly focused on delivering mobile device applications to their customers. Organizations may elect to purchase license support, as described above, for Oracle Middleware licenses at their option. We also offer certain of our middleware capabilities as a part of Oracle Cloud IaaS.

Java Licenses

Java is the world’s most popular programming language that is used to deliver cloud development and deployment services, microservices, big data analytics, data management, social services, mobile services, chatbots, and continuous integration tools for numerous platforms and technologies including websites, enterprise and consumer applications, embedded devices and gaming. Java is designed to enable developers to write software on a single platform and run it on many other different platforms, independent of operating system and hardware architecture. Java has been adopted by both independent software vendors (ISVs) that have built their products using Java and by enterprise organizations building custom applications or consuming Java-based ISV products. Oracle is the steward of the Java platform and ecosystem. Customers generally purchase Java offerings through subscriptions that include license and support services. Oracle’s Java offerings are used by customers to support their Java deployments and to stay current with the latest security updates and other technology innovations.

Oracle Infrastructure Technologies – Hardware Business Offerings

Oracle infrastructure technologies are also marketed, sold and delivered through our hardware business, including a broad selection of hardware products and related hardware support services for cloud-based IT environments, data centers and related IT environments.

Oracle Engineered Systems

Oracle Engineered Systems are core to our cloud-based and on-premise data center infrastructure offerings. Oracle Engineered Systems are pre-integrated products, combining multiple unique Oracle technology components, including database, storage, operating system, and management software with server, storage, networking hardware and other technologies. Oracle Engineered Systems are designed to work together to deliver improved performance, scalability, availability, security and operational efficiency relative to our competitors’ products; to be upgraded effectively and efficiently in a non-disruptive manner; and to simplify maintenance cycles and improve security by providing a single solution for patching. For example, Oracle Exadata Database Machine is a computing platform that is optimized for running Oracle Database, achieving higher performance, scalability and availability at a lower cost by combining Oracle Database, storage and operating system software with Oracle server, storage and networking hardware. We offer certain of our Oracle Engineered Systems, including the Oracle Exadata Database Machine, among others, through flexible deployment options, including on-premise, Oracle Cloud IaaS, and as an Oracle Cloud@Customer offering.

Oracle Servers

We offer a wide range of Oracle server products that are designed for mission-critical enterprise environments and that are key components of our Oracle Engineered Systems and Oracle Cloud offerings. We have two families of server products: those based on the Oracle SPARC microprocessor, which are designed to be differentiated by their reliability, security and scalability specifically for UNIX environments; and those using x86 microprocessors. By offering a range of server sizes and microprocessors, customers are offered the flexibility to choose the types of

11


Table of Contents

Index to Financial Statements

 

servers that they believe will be most appropriate and valuable for their particular IT environments. We believe the combination of Oracle server systems with Oracle software enhances our customers’ ability to shift data and workloads between data center and cloud deployments based on an organization’s business requirements.

Oracle Storage

Oracle storage products are engineered for the cloud and designed to securely store, manage, protect and archive customers’ mission-critical data assets generated by any database or application. Oracle storage products combine flash, disk, tape and server technologies with optimized software and unique integrations with the Oracle Database offering greater performance and efficiency and lower total cost relative to our competitors’ storage products. Certain of our storage products provide integration with Oracle Cloud Services for backup and archiving.

Oracle Industry-Specific Hardware Offerings

We offer hardware products and services designed for certain specific industries including, among others, our point-of-sale terminals and related hardware that are designed for managing businesses within the food and beverage, hotel and retail industries; and hardware products and services for communications networks including network signaling, policy control and subscriber data management solutions, and session border control technology.

Oracle Operating Systems, Virtualization, Management and Other Hardware-Related Software

We offer a portfolio of operating systems, including Oracle Linux and Oracle Solaris, virtualization software including Oracle Virtual Machine, and other hardware-related software. We also offer a range of management technologies and products, including Oracle Enterprise Manager and the Oracle Cloud Observability and Management Platform, designed to help customers efficiently operate complex IT environments, including both end users’ and service providers’ cloud environments.

Oracle Hardware Support

Oracle hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products such as for Oracle operating systems and firmware. These offerings can also include product repairs, maintenance services and technical support services. We continue to evolve hardware support processes that are intended to proactively identify and solve quality issues and to increase the amount of new and renewed hardware support contracts sold in connection with the sales of our hardware products. Hardware support contracts are generally priced as a percentage of the net hardware products fees.

Oracle Services

We offer services to help customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our focus on Oracle technologies, extensive experience and broad sets of intellectual property and best practices. Our services offerings substantially include, among others:

 

consulting services, which are designed to help our customers and global system integrator partners more successfully architect and deploy our cloud and license offerings, including IT strategy alignment, enterprise architecture planning and design, implementation, integration, application development, security assessments and ongoing software enhancements and upgrades. We utilize a global, blended delivery model to optimize value for our customers and partners, consisting of consultants from local geographies, industry specialists and consultants from our global delivery and solution centers; and

 

advanced customer services, which are support services provided by Oracle to a customer on-site or remote to enable increased performance and higher availability of a customer’s Oracle products and services.

12


Table of Contents

Index to Financial Statements

 

Oracle Cloud Operations

Oracle Cloud Operations deliver our Oracle Cloud Services to customers through a secure, reliable, scalable, enterprise grade cloud infrastructure platform managed by Oracle employees within a global network of data centers, which we refer to as the Oracle Cloud. The Oracle Cloud enables secure and isolated cloud-based instances for each of our customers to access the functionality of Oracle Cloud Services via a broad spectrum of devices. Oracle Cloud Operations leverage automated software tools to enable the rapid delivery of the latest cloud technology capabilities to the Oracle Cloud as they become available, providing Oracle customers access to the latest Oracle releases generally on a quarterly cadence. We have invested in the expansion of the Oracle Cloud by increasing existing data center capacity and adding additional data centers in new geographic locations to meet current and expected customer demand. We expect this trend will continue.

Manufacturing

We rely on third-party manufacturing partners to produce the substantial majority of our hardware products that we market and sell to customers and utilize internally to deliver Oracle Cloud Services, and we distribute most of our hardware products from these partners’ facilities. Our manufacturing processes are substantially based on standardization of components across product types and centralization of assembly and distribution centers. Production of our hardware products requires that we purchase materials, supplies, product subassemblies and full assemblies from a number of suppliers. For most of our hardware products, we have existing alternative sources of supply or such sources are readily available. However, we do rely on sole sources for certain hardware components. We monitor and evaluate potential risks of disruption within our supply chain operations. Refer to Risk Factors included in Item 1A within this Annual Report for additional discussion of the challenges we encounter with respect to the sources and availability of supplies for our hardware products and the related risks to our business.

Sales and Marketing

We directly market and sell our cloud, license, hardware, support and services offerings to businesses of many sizes and in many industries, government agencies and educational institutions. We also market and sell our offerings through indirect channels.

In the United States (U.S.), our sales and services employees are based in our headquarters and in field offices throughout the country. Outside the U.S., our international subsidiaries sell, support and service our offerings in their local countries as well as within other foreign countries where we do not operate through a direct sales subsidiary. Our geographic coverage allows us to draw on business and technical expertise from a global workforce, provides stability to our operations and revenue streams to offset geography specific economic trends, and offers us an opportunity to take advantage of new markets for our offerings. Our international operations subject us to certain risks, which are more fully described in Risk Factors included in Item 1A of this Annual Report. A summary of our domestic and international revenues and long-lived assets is set forth in Note 15 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

We also market our product offerings worldwide through indirect channels. The companies that comprise our indirect channel network are members of the Oracle Partner Network. The Oracle Partner Network is a global program that manages our business relationships with a large, broad-based network of companies, including cloud and license, hardware and services suppliers, system integrators and resellers that deliver innovative solutions and services based upon and in conjunction with our product offerings. By offering our partners access to our product offerings, educational information, technical services, marketing and sales support, the Oracle Partner Network program extends our market reach by providing our partners with the resources they need to be successful in delivering solutions to customers globally.

Research and Development

We develop the substantial majority of our products and services offerings internally utilizing the skills and diversity of a global workforce. In addition, we have extended our products and services offerings and intellectual property through acquisitions of businesses and technologies. We also purchase or license intellectual property rights in certain circumstances. Internal development allows us to maintain technical control over the design and

13


Table of Contents

Index to Financial Statements

 

development of our products. We have a number of U.S. and foreign patents and pending applications that relate to various aspects of our products and technology. While we believe that our patents have value, no single patent is essential to us or to any of our principal businesses. Rapid technological advances in cloud, software and hardware development, evolving standards in computer hardware and software technology, changing customer needs and frequent new product introductions, offerings and enhancements characterize the markets in which we compete. We plan to continue to dedicate a significant amount of resources to research and development efforts to maintain and improve our current products and services offerings.

Human Capital Resources

At Oracle, our success is driven by the quality of our people, who we believe are among the best and brightest in the industry. We strive to create an environment that supports employee success and a culture where everyone has a voice in driving innovation.

Workforce

As of May 31, 2021, we employed approximately 132,000 full-time employees, of which approximately 45,000 were employed in the U.S. and approximately 87,000 were employed internationally. Our employee counts by lines of business are:

 

35,000

 

 

Sales and marketing

 

 

23,000

 

 

Services

 

19,000

 

 

Cloud services and license support operations

 

 

40,000

 

 

Research and development

 

3,000

 

 

Hardware

 

 

12,000

 

 

General and administrative

None of our employees in the U.S. is represented by a labor union; however, in certain foreign subsidiaries, labor unions or workers’ councils represent some of our employees.

Diversity and Inclusion

We believe that innovation starts with inclusion. We endeavor to hire employees from a broad pool of talent with diverse backgrounds, perspectives and abilities and we believe Oracle’s diverse leaders serve as role models for our inclusive workforce. We seek to continuously build on our inclusive hiring strategies, tracking our progress and holding ourselves accountable for greater diversity at Oracle. Our programs are supported by Oracle leaders across the company with strategic sponsorship from Oracle’s Executive Diversity Council, which is led by Safra Catz, our Chief Executive Officer, and extend through the actions we are taking globally on Oracle’s five Diversity and Inclusion (D&I) Imperatives:

 

driving insight and accountability with data;

 

recruiting with an intention on diversity;

 

embedding inclusion into talent development;

 

inspiring an inclusive culture through community; and

 

investing in the future diversity of our industry.

In addition to global, regional and local programs, Oracle Human Resources partners with business leaders to create and implement D&I plans to embed targeted strategies into organizations across Oracle. Employee satisfaction on the importance of D&I at Oracle and their manager’s encouragement of diverse ideas and perspectives ranks high in our employee engagement surveys.

Leaders Who Listen

We believe that an important aspect of creating a culture and environment that supports employee and business success is listening to employee feedback. We share the results of our annual employee engagement survey with leaders who receive direct observations from employees about areas critical to Oracle’s strategic priorities, including the employee and customer experience. Nearly 80% of our employees participate in the annual survey.

14


Table of Contents

Index to Financial Statements

 

Leaders listen to employees, evaluate feedback and prioritize actions to enhance employee, business and customer success.

Flexible Work Options

The COVID-19 pandemic changed the way both leaders and employees think about where and how they work. For the vast majority of Oracle’s employees, productivity is no longer tied to being in an office and collaboration can happen between people anywhere. In fiscal 2021 we announced a modern approach to work that gives our employees more flexibility to choose where and how to work. Depending on their role, this means that when our offices reopen after the pandemic, many employees can choose their office location, as well as continue to work from home some or all the time. We expect this modern approach to work will help us engage with a wider pool of talent and retain employees who want or need more flexibility.

Tenure

We monitor employee turnover rates as our success depends upon retaining top talent. During the COVID-19 pandemic, we observed decreased turnover in the short term and we believe that in the long term, we have an opportunity to continue to reduce undesirable turnover by offering competitive rewards, flexible work options, career growth and development opportunities. The average tenure of our employees is approximately eight years and 29% of our employees have been employed with Oracle for ten or more years.

Opportunities to Learn and Grow

We believe that a primary reason candidates join Oracle is for career development opportunities. We have programs and resources to help our employees explore, build and achieve their career goals. We also promote regular career conversations between leaders and employees. These are separate from performance feedback conversations and are focused on helping employees identify and take steps to grow their careers. Our Talent Review process, run on Oracle Fusion Cloud HCM, provides the mechanism for leaders to review and discuss opportunities and action plans to develop employees. 31% of our open non-entry level positions were filled internally in fiscal 2021, providing growth opportunities and retaining critical knowledge and talent.

Helping our employees learn and apply new skills is key to retaining them and critical to our ability to innovate and rapidly evolve. We support employees with anytime, everywhere learning resources to help build skills for today and the future. Oracle employees received four million hours of training in fiscal 2021 and accessed online learning content at an average rate of more than two million views per month. When the COVID-19 pandemic hit, we implemented a global work from home program and immediately pivoted to enable employees to continue learning from home. We moved in-person learning and development to online and our employees took advantage of the rich content available to help them enhance their skills. In addition to online classes and learning resources on business and technical skills, we also added more webinars and learning opportunities to support employee and family well-being.

Making a Difference

Many of our employees participate in Oracle’s corporate citizenship initiatives focused on education, the environment and community. Each year, through our volunteering and giving programs, employees donate tens of thousands of volunteer hours and millions of dollars (matched by Oracle) to causes ranging from equality and racial justice, to cleaning up oceans and mentoring students, to sharing their time and resources with people in need.

Seasonality and Cyclicality

Our quarterly revenues have historically been affected by a variety of seasonal factors, including the structure of our sales force incentive compensation plans, which are common in the IT industry. In each fiscal year, our total revenues and operating margins are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. The operating margins of our businesses (in particular, our cloud and license business and hardware business) are generally affected by seasonal factors in a similar manner as our revenues because certain expenses within our cost structure are relatively fixed in the short term. See “Cloud and License Business” in Item 7 of this

15


Table of Contents

Index to Financial Statements

 

Annual Report for more information regarding the seasonality and cyclicality of our revenues, expenses and margins.

Competition

We face intense competition in all aspects of our business. The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as customer demands and competitive pressures otherwise change.

Our customers are demanding less complexity and lower total cost in the implementation, sourcing, integration and ongoing maintenance of their IT environments. Our enterprise cloud, license and hardware offerings compete directly with certain offerings from some of the largest and most competitive companies in the world, including Amazon.com, Inc., Microsoft Corporation, International Business Machines Corporation (IBM), Intel Corporation, Cisco Systems, Inc., Adobe Systems Incorporated, Alphabet Inc. and SAP SE, as well as other companies like Hewlett-Packard Enterprise, salesforce.com, inc. and Workday, Inc. In addition, due to the low barriers to entry in many of our market segments, new technologies and new and growing competitors frequently emerge to challenge our offerings. Our competitors range from companies offering broad IT solutions across many of our lines of business to vendors providing point solutions, or offerings focused on a specific functionality, product area or industry. In addition, as we expand into new market segments, we face increased competition as we compete with existing competitors, as well as firms that may be partners in other areas of our business and other firms with whom we have not previously competed. Moreover, we or our competitors may take certain strategic actions—including acquisitions, partnerships and joint ventures, or repositioning of product lines—which invite even greater competition in one or more product offering categories.

Key competitive factors in each of the segments in which we currently compete and may compete in the future include: total cost of ownership, performance, scalability, reliability, security, functionality, efficiency, ease of use, speed to production and quality of technical support. Our products and services sales and the relative strength of our products and services versus those of our competitors are also directly and indirectly affected by the following, among other factors:

 

market adoption of cloud-based IT offerings including SaaS and IaaS offerings;

 

the ease of deployment, use, transacting for and maintenance of our products and services offerings;

 

compatibility between Oracle products and services deployed within local IT environments and public cloud IT environments, including our Oracle Cloud environments;

 

the adoption of commodity servers and microprocessors;

 

the broader “platform” competition between our industry standard Java technology platform and the .NET programming environment of Microsoft;

 

operating system competition among our Oracle Solaris and Linux operating systems, with alternatives including Microsoft’s Windows Server, and other UNIX and Linux operating systems;

 

the adoption of open source alternatives to commercial software by enterprise software customers;

 

products, features and functionality developed internally by customers and their IT staff;

 

products, features and functionality customized and implemented for customers by consultants, systems integrators or other third parties; and

 

the attractiveness of offerings from business processing outsourcers.

For more information about the competitive risks we face, refer to Item 1A Risk Factors included elsewhere in this Annual Report.

Governmental Regulation

We operate globally and are subject to numerous U.S. federal, state, and foreign laws and regulations covering a wide variety of subject matters. For information about governmental regulations applicable to our business, refer to Item 1A Risk Factors and Note 17 of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report.

16


Table of Contents

Index to Financial Statements

 

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, on the SEC website at www.sec.gov and our Investor Relations website at www.oracle.com/investor as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. We use our Investor Relations website as a means of disclosing material non-public information. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, information regarding our environmental policy and global sustainability initiatives and solutions are also available on our website at www.oracle.com/corporate/citizenship. The information posted on or accessible through our website is not incorporated into this Annual Report. The references to our websites are intended to be inactive textual references only.

Information About Our Executive Officers

Our executive officers are listed below.

 

Name

 

Office(s)

Lawrence J. Ellison

 

Chairman of the Board of Directors and Chief Technology Officer

Safra A. Catz

 

Chief Executive Officer and Director

Jeffrey O. Henley

 

Vice Chairman of the Board of Directors

Edward Screven

 

Executive Vice President, Chief Corporate Architect

Dorian E. Daley

 

Executive Vice President and General Counsel

William Corey West

 

Executive Vice President, Chief Accounting Officer

Mr. Ellison, 76, has been our Chairman of the Board and Chief Technology Officer since September 2014. He served as our Chief Executive Officer from June 1977, when he founded Oracle, until September 2014. He has served as a Director since June 1977. He previously served as our Chairman of the Board from May 1995 to January 2004. He currently serves as a director of Tesla, Inc.

Ms. Catz, 59, has been our Chief Executive Officer since September 2014. She served as our President from January 2004 to September 2014, our Chief Financial Officer most recently from April 2011 until September 2014 and a Director since October 2001. She was previously our Chief Financial Officer from November 2005 until September 2008 and our Interim Chief Financial Officer from April 2005 until July 2005. Prior to being named our President, she held various other positions with us since joining Oracle in 1999. She currently serves as a director of The Walt Disney Company. She also serves on the U.S. National Security Commission on Artificial Intelligence.

Mr. Henley, 76, has served as our Vice Chairman of the Board since September 2014. He previously served as our Chairman of the Board from January 2004 to September 2014 and has served as a Director since June 1995. He served as our Executive Vice President and Chief Financial Officer from March 1991 to July 2004.

Mr. Screven, 56, has been Executive Vice President, Chief Corporate Architect since May 2015. He served as our Senior Vice President, Chief Corporate Architect from November 2006 to April 2015 and as Vice President, Chief Corporate Architect from January 2003 to November 2006. He held various other positions with us since joining Oracle in 1986.

Ms. Daley, 62, has been our Executive Vice President and General Counsel since April 2015. She served as our Secretary from October 2007 until October 2017 and she was our Senior Vice President, General Counsel from October 2007 to April 2015. She served as our Vice President, Legal, Associate General Counsel and Assistant Secretary from June 2004 to October 2007, as Associate General Counsel and Assistant Secretary from October 2001 to June 2004 and as Associate General Counsel from February 2001 to October 2001. She held various other positions with us since joining Oracle’s Legal Department in 1992.

Mr. West, 59, has been our Executive Vice President, Chief Accounting Officer since April 2015. He served as our Senior Vice President, Corporate Controller and Chief Accounting Officer from February 2008 to April 2015 and served as our Vice President, Corporate Controller and Chief Accounting Officer from April 2007 to February 2008. His previous experience includes 14 years with Arthur Andersen LLP, most recently as a partner.

17


Table of Contents

Index to Financial Statements

 

Item 1A.

Risk Factors

We operate in rapidly changing economic and technological environments that present numerous risks, many of which are driven by factors that we cannot control or predict. The following discussion, as well as our “Critical Accounting Policies and Estimates” discussion in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations, highlights some of these risks. The risks described below are not exhaustive and you should carefully consider these risks and uncertainties before investing in our securities.

Business and Operational Risks

The COVID-19 pandemic has affected how we and our customers are operating our respective businesses, and the duration and extent to which this will impact our future results of operations remains uncertain.   The COVID-19 pandemic and efforts to control its spread have materially affected how we, our customers, partners and suppliers are operating our businesses. Our operations have been negatively affected by a range of external factors related to the COVID-19 pandemic that are not within our control. For example, the COVID-19 pandemic has led governments to implement preventative measures to contain or control further spread of the virus, such as travel restrictions, prohibitions of non-essential activities, quarantines, work-from-home directives and shelter-in-place orders. These preventative measures led to sharp reductions in demand in certain industries in which our customers operate. It is not clear what long-term effects the COVID-19 pandemic will have on our business, including the effects on our customers and prospects. If we are not able to respond to and manage the impact of the COVID-19 pandemic effectively, our business will be harmed.

During fiscal 2021, we cancelled some customer events and transformed others, including Oracle OpenWorld, to virtual events. Our shift to creating virtual customer events may not be successful and we may not be able to showcase our products as well as we have historically done through in-person events, or generate the same customer interest, opportunities and leads through these virtual events. If we attempt to reintroduce large in-person events, we may not be able to do so successfully and our customers may not be able or willing to attend them.

The conditions caused by the COVID-19 pandemic initially adversely affected our customers’ willingness to purchase our products, delayed prospective customers’ purchasing decisions and in certain cases, resulted in delayed payments by existing customers. There have also been, and likely will continue to be, delays in our supply chain. The negative impacts of the global COVID-19 pandemic on the broader global economy and related impacts on our customers’ business operations and their demand for our products may continue into future fiscal periods. The COVID-19 pandemic may also heighten other risks described in this Risk Factors section.

Our success depends upon our ability to develop new products and services, integrate acquired products and services and enhance our existing products and services.   Rapid technological advances, intense competition, changing delivery models and evolving standards in computer hardware and software development and communications infrastructure, changing and increasingly sophisticated customer needs and frequent new product introductions and enhancements characterize the industries in which we compete. If we are unable to develop new or sufficiently differentiated products and services, enhance and improve our product offerings and support services in a timely manner or position and price our products and services to meet demand, customers may not purchase or subscribe to our license, hardware or cloud offerings or renew license support, hardware support or cloud subscriptions contracts. Renewals of these contracts are important to the growth of our business. In addition, we cannot provide any assurance that the standards on which we choose to develop new products will allow us to compete effectively for business opportunities in emerging areas.

We have continued to refresh and release new offerings of our cloud products and services. Machine learning and artificial intelligence are increasingly driving innovations in technology but if they fail to operate as anticipated or our other products do not perform as promised, our business and reputation may be harmed.

In addition, our business may be adversely affected if:

 

we do not continue to develop and release new or enhanced products and services within the anticipated time frames;

18


Table of Contents

Index to Financial Statements

 

 

infrastructure costs to deliver new or enhanced products and services take longer or result in greater costs than anticipated;

 

we are unable to increase our existing data center capacity or establish data centers in new geographic locations in a timely manner to meet current or expected customer demand;

 

there is a delay in market acceptance of and difficulty in transitioning new and existing customers to new, enhanced or acquired product lines or services;

 

there are changes in information technology (IT) trends that we do not adequately anticipate or address with our product development efforts;

 

we do not optimize complementary product lines and services in a timely manner; or

 

we fail to adequately integrate, support or enhance acquired product lines or services.

Our Oracle Cloud strategy, including our Oracle Cloud Software-as-a-Service and Infrastructure-as-a-Service (SaaS and IaaS, respectively, and collectively, Oracle Cloud Services) offerings, may adversely affect our revenues and profitability.   We provide our cloud and other offerings to customers worldwide via deployment models that best suit their needs, including via our cloud-based SaaS and IaaS offerings. As these business models continue to evolve, we may not be able to compete effectively, generate significant revenues or maintain the profitability of our cloud offerings. Additionally, the increasing prevalence of cloud and SaaS delivery models offered by us and our competitors may unfavorably impact the pricing of our cloud and license offerings. If we do not successfully execute our cloud computing strategy or anticipate the cloud computing needs of our customers, our reputation as a cloud services provider could be harmed and our revenues and profitability could decline.

As customer demand for our cloud offerings increases, we experience volatility in our reported revenues and operating results due to the differences in timing of revenue recognition between our cloud license and on-premise license, and hardware product arrangements relative to our cloud offering arrangements. Customers generally purchase our cloud offerings on a subscription basis and revenues from these offerings are generally recognized ratably over the terms of the subscriptions. Consequently, any deterioration in sales activity associated with our cloud offerings may not be immediately observable in our consolidated statement of operations. This is in contrast to revenues associated with our license and hardware product arrangements, which are generally recognized in full at the time of delivery of the related licenses and hardware products. In addition, we may not be able to accurately anticipate customer transition from or be able to sufficiently backfill reduced customer demand for our license, hardware and support offerings relative to the expected increase in customer adoption of and demand for our Oracle Cloud Services, which could adversely affect our revenues and profitability.

We might experience significant coding, manufacturing or configuration errors in our cloud, license and hardware offerings.   Despite testing prior to the release and throughout the lifecycle of a product or service, our cloud, license and hardware offerings sometimes contain coding, manufacturing or configuration errors that can impact their function, performance and security, and result in other negative consequences. The detection and correction of any errors in released cloud, license or hardware offerings can be time consuming and costly. Errors in our cloud, license or hardware offerings could affect their ability to properly function, integrate or operate with other cloud, license or hardware offerings, could result in service interruptions, delays or outages of our cloud offerings, could create security vulnerabilities in our products or services, could delay the development or release of new products or services or new versions of products or services, and could adversely affect market acceptance of our products or services. This includes third-party software products or services incorporated into our own. If we experience any of these errors, or if there are delays in releasing our cloud, license or hardware offerings or new versions of these offerings, our sales could be affected and revenues could decline. In addition, we run Oracle’s business operations as well as cloud and other services that we offer to our customers on our products and networks. Therefore, any flaws could affect our and our customers’ abilities to conduct business operations and to ensure accuracy in financial processes and reporting, and may result in unanticipated costs. Enterprise customers rely on our cloud, license and hardware offerings and related services to run their businesses and errors in our cloud, license and hardware offerings and related services could expose us to product liability, performance and warranty claims as well as significant harm to our brand and reputation, which could impact our future sales.

19


Table of Contents

Index to Financial Statements

 

If we are unable to compete effectively, the results of operations and prospects for our business could be harmed.   We face intense competition in all aspects of our business. The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as delivery models change. Many vendors spend amounts in excess of what Oracle spends to develop and market applications and infrastructure technologies including databases, middleware products, application development tools, business applications, collaboration products and business intelligence, compute, storage and networking products, among others, which compete with Oracle applications and infrastructure offerings. Use of our competitors’ technologies influences a customer’s purchasing decision or creates an environment that makes it less efficient to utilize or migrate to Oracle products and services. Our competitors may also adopt business practices that provide customers access to competing products and services at a risk profile that we may not generally find acceptable, which may convince customers to purchase competitor products and services. We could lose customers if our competitors introduce new competitive products, add new functionality, acquire competitive products, reduce prices, better execute on their sales and marketing strategies, offer more flexible business practices or form strategic alliances with other companies. Mergers, consolidations or alliances among our competitors, or acquisitions of our competitors by large companies, may result in increased competition. We may also face increasing competition from open source software initiatives in which competitors may provide software and intellectual property for free. Existing or new competitors could gain sales opportunities or customers at our expense.

We may need to change our pricing models to compete successfully.   The intense competition we face in the sales of our products and services and general economic and business conditions could put pressure on us to change our prices. If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices, introduce pricing models and offerings that are less favorable to us, or offer other favorable terms in order to compete successfully. Any such changes may reduce revenues and margins and could adversely affect operating results. Additionally, the increasing prevalence of cloud delivery models offered by us and our competitors may unfavorably impact the pricing of our other cloud and license, hardware and services offerings, and we may also incur increased cloud delivery expenses as we expand our cloud operations and update our infrastructure, all of which could reduce our revenues and/or profitability. Our license support fees and hardware support fees are generally priced as a percentage of our net license fees and net new hardware products fees, respectively. Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our offerings.

Changes to our prices and pricing policies could cause our revenues to decline or be delayed as our sales force implements and our customers adjust to the new pricing policies. Some of our competitors may bundle products for promotional purposes or as a long-term pricing strategy, commit to large customer deployments at prices that are unprofitable, or provide guarantees of prices and product implementations. These practices could, over time, significantly constrain the prices that we can charge for certain of our products. If we do not adapt our pricing models to reflect changes in customer use of our products or changes in customer demand, our revenues could decrease. The increase in open source software distribution may also cause us to change our pricing models.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.   Our customers depend on our support organization to resolve technical issues relating to our applications and infrastructure offerings. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services or may be inefficient in our resolution of customer support issues. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality technical support, could adversely affect our reputation, our ability to sell and renew our applications and infrastructure offerings to existing and prospective customers, and our business, operating results, and financial position.

Our cloud offerings and hardware offerings are complex, and if we cannot successfully manage this complexity, the results of these businesses will suffer. We depend on suppliers to develop, manufacture and deliver on a timely basis the necessary technologies and components for our hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, and there are some technologies and components that can only be purchased from a single vendor due to price, quality, technology,

20


Table of Contents

Index to Financial Statements

 

availability or other business constraints. As a result, our supply chain operations could be disrupted or negatively impacted by industry consolidation and component constraints or shortages, natural disasters, political unrest, public health crises such as the COVID-19 pandemic, changes to trade policies, port stoppages or other transportation disruptions or slowdowns, or other factors affecting the countries or regions where these single source component vendors are located or where the products are being shipped. We may be unable to purchase these items from the respective single vendors on acceptable terms or may experience significant shortages, delays or quality issues in the delivery of necessary technologies, parts or components from a particular vendor. If one or more of the risks described above occurs, our cloud and license business and hardware business and related operating results could be materially and adversely affected.

We are susceptible to third-party manufacturing and logistics delays, which could result in the loss of sales and customers.   We outsource a significant majority of our manufacturing, assembly, delivery and technology of, and certain component designs for, our hardware products to a variety of companies, many of which are located outside the U.S. From time to time, these partners experience production problems or delays or cannot meet our demand for products. To reduce this risk, we continue to explore additional third-party manufacturing partners to drive supply chain continuity, but finding additional manufacturing sources in a timely and cost-effective manner is difficult. Third-party manufacturing and logistics delays attributable to the effects of COVID-19 caused a loss of sales during our fiscal 2021. Ongoing or future delays in manufacturing could cause the loss of additional sales, delayed revenue recognition or an increase in our hardware products expenses, all of which could adversely affect the margins of our cloud and license business and hardware business. These challenges could arise if we alter our manufacturing strategies, suppliers, or locations.

Our hardware revenues and profitability have declined and could continue to decline.   Our hardware business may adversely affect our total revenues and overall profitability and related growth rates. We may not achieve our estimated revenue, profit or other financial projections with respect to our hardware business in a timely manner or at all due to a number of factors, including:

 

changes in our hardware offerings, technologies and strategies, including shifting factory locations, which could adversely affect supply and demand for our hardware products;

 

our hardware business has higher expenses as a percentage of revenues, and thus has been less profitable, than our cloud and license business;

 

our focus on certain of our more profitable Oracle Engineered Systems and certain other hardware products we consider strategic and the de-emphasis of certain of our lower profit margin commodity hardware products, which could adversely affect our hardware revenues;

 

changes in strategies and frequency for the development and introduction of new versions or next generations of our hardware products that could adversely affect our hardware revenues;

 

general supply chain material shortages worldwide, which were further exacerbated globally as a result of the COVID-19 pandemic;

 

a greater risk of material charges that could adversely affect our operating results, such as potential write-downs and impairments of our inventories; higher warranty expenses than what we experience in our cloud and license and services businesses; and amortization and potential impairment of intangible assets associated with our hardware business; and

 

decreased customer demand for related hardware support as hardware products approach the end of their useful lives, which could adversely affect our hardware revenues.

Our periodic workforce restructurings and reorganizations can be disruptive.   We are currently restructuring our workforce and in the past we have restructured or made other adjustments to our workforce in response to management changes, product changes, performance issues, change in strategies, acquisitions and other internal and external considerations. These types of restructurings have resulted in increased restructuring costs and temporary reduced productivity while the employees adjusted to their new roles and responsibilities. In addition, we may not achieve or sustain the expected growth, resource redeployment or cost savings benefits of these

21


Table of Contents

Index to Financial Statements

 

restructurings, or may not do so within the expected timeframe. These effects could recur in connection with future acquisitions and other restructurings and our revenues and other results of operations could be negatively affected.

We may lose key employees or may be unable to hire enough qualified employees.   We rely on hiring qualified employees and the continued service of our senior management, including our Chairman of the Board of Directors, Chief Technology Officer and founder; our Chief Executive Officer; other members of our executive team; and other key employees. In the technology industry, there is substantial and continuous competition for highly skilled business, product development, technical and other personnel. In response to the COVID-19 pandemic and to ensure the safety of our employees, we have temporarily closed the majority of our offices. In fiscal 2021, we moved our headquarters to Austin, Texas and announced a modern approach to work that may provide our employees more flexibility to choose where and how to work. Depending on their role, this means that, when our offices reopen after the COVID-19 pandemic, many employees can choose their office location, as well as continue to work from home some or all the time. While we believe this may help us engage with a wider pool of talent and may help to retain employees who want or need more flexibility, it could negatively impact employee productivity and it may present risks for our real estate portfolio and strategy. We intend to reopen our offices when it is safe to do so and local requirements allow, but our employees who opt to return to the office may nevertheless be exposed to health risks, which may expose us to potential liability.

We may also experience increased compensation costs that are not offset by either improved productivity or higher sales. We may not be successful in recruiting new personnel and in retaining and motivating existing personnel. With rare exceptions, we do not have long-term employment or non-competition agreements with our employees. Members of our senior management team have left Oracle over the years for a variety of reasons, and we cannot guarantee that there will not be additional departures, which may be disruptive to our operations.

We continually focus on improving our cost structure by hiring personnel in countries where advanced technical expertise and other expertise are available at lower costs. When we make adjustments to our workforce, we may incur expenses associated with workforce reductions that delay the benefit of a more efficient workforce structure. We may also experience increased competition for employees in these countries as the trend toward globalization continues, which may affect our employee retention efforts and increase our expenses in an effort to offer a competitive compensation program. In addition, changes to immigration and labor law policies may adversely impact our access to technical and professional talent.

Our general compensation program includes restricted stock units and performance-based equity, which are important tools in attracting and retaining employees in our industry. If our stock price performs poorly, it may adversely affect our ability to retain or attract employees. We continually evaluate our compensation practices and consider changes from time to time, such as reducing the number of employees granted equity awards or the number of equity awards granted per employee and granting alternative forms of stock-based compensation, which may have an impact on our ability to retain employees and the amount of stock-based compensation expense that we record. Any changes in our compensation practices or those of our competitors could affect our ability to retain and motivate existing personnel and recruit new personnel.

Our cloud and license, and hardware indirect sales channels could affect our future operating results.   Our cloud and license, and hardware indirect channel network is comprised primarily of resellers, system integrators/implementers, consultants, education providers, internet service providers, network integrators and independent software vendors. Our relationships with these channel participants are important elements of our cloud, software and hardware marketing and sales efforts. Our financial results could be adversely affected if our contracts with channel participants were terminated, if our relationships with channel participants were to deteriorate, if any of our competitors enter into strategic relationships with or acquire a significant channel participant, if the financial condition or operations of our channel participants were to weaken or if the level of demand for our channel participants’ products and services were to decrease. There can be no assurance that we will be successful in maintaining, expanding or developing our relationships with channel participants. If we are not successful, we may lose sales opportunities, customers and revenues.

22


Table of Contents

Index to Financial Statements

 

Acquisitions present many risks and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction.   We continue to review and consider strategic acquisitions of companies, products, services and technologies. We have a selective and active acquisition program and we expect to continue to make acquisitions in the future because acquisitions have been an important element of our overall corporate strategy. Risks we may face in connection with our acquisition program include:

 

our ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities;

 

we may have difficulties (1) managing an acquired company’s technologies or lines of business; (2) entering new markets where we have no, or limited, direct prior experience or where competitors may have stronger market positions; or (3) retaining key personnel from the acquired companies;

 

an acquisition may not further our business strategy as we expected, we may not integrate an acquired company or technology as successfully as we expected, we may impose our business practices or alter go-to-market strategies that adversely impact the acquired business or we may overpay for, or otherwise not realize the expected return on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition including intangible assets and goodwill;

 

our operating results or financial condition may be adversely impacted by (1) claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition; (2) pre-existing contractual relationships that we assume from an acquired company, the termination or modification of which may be costly or disruptive to our business; and (3) unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s business practices;

 

we may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a company or technology;

 

we may not realize any anticipated increase in our revenues from an acquisition for a number of reasons, including (1) if a larger than predicted number of customers decline to renew their contracts with the acquired company; (2) if we are unable to sell the acquired products or service offerings to our customer base; (3) if acquired customers do not elect to purchase our technologies due to differing business practices; or (4) if contract models utilized by an acquired company do not allow us to recognize revenues in a manner that is consistent with our current accounting practices;

 

we may have difficulty integrating acquired technologies, products, services and their related supply chain operations with our existing lines of business and related infrastructures;

 

we may have multiple product lines or services offerings as a result of our acquisitions that are offered, priced, delivered and supported differently, which could cause customer confusion and delays;

 

we may incur higher than anticipated costs (1) to support, develop and deliver acquired products or services; (2) for general and administrative functions that support new business models; or (3) to comply with regulations applicable to an acquired business that are more complicated than we had anticipated;

 

we may be unable to obtain timely approvals from, or may otherwise have certain limitations, restrictions, penalties or other sanctions imposed on us by worker councils or similar bodies under applicable employment laws as a result of an acquisition;

 

we may be unable to obtain required approvals from governmental authorities under competition and antitrust laws on a timely basis, if at all;

 

our use of cash to pay for acquisitions may limit other potential uses of our cash;

 

we may significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition and we may have to delay or not proceed with a substantial

23


Table of Contents

Index to Financial Statements

 

 

acquisition if we cannot obtain the necessary funding to complete the acquisition in a timely manner or on favorable terms; and

 

we may experience additional or unexpected changes in how we are required to account for our acquisitions pursuant to U.S. generally accepted accounting principles, including arrangements that we may assume in an acquisition.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions.

Data Privacy, Security and Intellectual Property Risks

If our security measures for our products and services are compromised and as a result, our data, our customers’ data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as vulnerable, our brand and reputation could be damaged, the IT services we provide to our customers could be disrupted, and customers may stop using our products and services, any of which could reduce our revenue and earnings, increase our expenses and expose us to legal claims and regulatory actions.   Our products and services, including Oracle Cloud Services, store, retrieve, manipulate and manage third-party data, such as our customers’ information and data, as well as our own data. We have a reputation for secure and reliable product offerings and related services, and we have invested a great deal of time and resources in protecting the integrity and security of our products, services and the internal and external data that we manage. Nonetheless, we believe that Oracle in particular is an attractive target for computer hackers and other bad actors because Oracle stores and processes large amounts of data, including in customer sectors involving particularly sensitive data such as health sciences, financial services, retail, hospitality and the government.  We and our third-party vendors are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation states and individuals sponsored by them) to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures, and gain unauthorized access to our or our customers’, partners’ and suppliers’ software, hardware and cloud offerings, networks and systems. Successful attempts by one of these malicious actors can lead to the compromise of personal information or the confidential information or data of Oracle or our customers. Attempts of this nature typically involve IT-related viruses, worms, and other malicious software programs that attack networks, systems, products and services, exploit potential security vulnerabilities of networks, systems, products and services, create system disruptions and cause shutdowns or denials of service. Third parties may attempt to fraudulently induce customers, partners, employees or suppliers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data, our customers’, suppliers’ or partners’ data or the IT systems of Oracle, our customers, suppliers or partners.  Our products and services, including our Oracle Cloud Services, may also be accessed or modified improperly as a result of customer, partner, employee, contractor or supplier error or malfeasance.

If a cyber-attack or other security incident results in unauthorized access to or modification of our customers’ or suppliers’ data, other external data, our own data or our IT systems, or if the services we provide to our customers are disrupted, or if our products or services are reported to have or are perceived as having security vulnerabilities, we could incur significant expenses and suffer significant damage to our brand and reputation. If our customers lose confidence in the security and reliability of our products and services, including our cloud offerings, and perceive them to not be secure, they may decide to reduce or terminate their spend with us. In addition, cyber-attacks and other security incidents could lead to significant investigation and remediation costs, loss or destruction of information, interruption of our operations, inappropriate use of proprietary and sensitive data, lawsuits, indemnity obligations, regulatory investigations and financial penalties, and claims and increased legal liability, including in some cases contractual costs related to customer notification and fraud monitoring. Our remediation efforts may not be successful. Because the techniques used to obtain unauthorized access to, or sabotage IT systems, change frequently, grow more complex over time, and often are not recognized until launched against a target, we may be unable to anticipate or implement adequate measures to prevent such techniques. Our internal IT systems continue to evolve and we are often early adopters of new technologies. However, our business policies and internal security controls may not keep pace with these changes as new threats

24


Table of Contents

Index to Financial Statements

 

emerge. In addition, we often experience increased activity of this nature during times of instability, including during the current COVID-19 pandemic when most of our employees are working from home, and our operations may be more susceptible to malfeasance due to operational changes instituted to comply with safety, health and regulatory requirements, among others. We may not discover any security breach and loss of information for a significant period of time after the security breach.

Our products operate in conjunction with and are dependent on a wide variety of third-party products, components and services. If there is a security vulnerability in one of these components, and if there is a security exploit targeting it, we could face increased costs, liability claims, customer dissatisfaction, reduced revenue, or harm to our reputation or competitive position. We also have an active acquisition program and have acquired a number of companies, products, services and technologies over the years. While we make significant efforts to address any IT security issues with respect to our acquired companies, we may still inherit such risks when we integrate these companies within Oracle.

Our business practices with respect to data could give rise to operational interruption, liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to privacy and data protection.   As regulatory focus on privacy issues continues to increase and worldwide laws and regulations concerning the handling of personal information expand and become more complex, potential risks related to data collection and use within our business will intensify. In addition, U.S. and foreign governments have enacted or are considering enacting legislation or regulations, or may in the near future interpret existing legislation or regulations, in a manner that could significantly impact our ability, as well as the ability of our customers, partners and data providers, to collect, augment, analyze, use, transfer and share personal and other information that is integral to certain services we provide.

In the wake of the European Union (EU) General Data Protection Regulation (GDPR), the rate of global consideration and adoption of privacy laws has increased, giving rise to more global jurisdictions in which regulatory inquiries and audits may be requested of Oracle, and if we are not deemed to be in compliance, could result in enforcement actions and/or fines. This is true in the U.S. where, for example, the California Consumer Privacy Act (CCPA) became effective in January 2020, the U.S. Congress is considering several privacy bills at the federal level, and other state legislatures are considering privacy laws. Regulators globally are also imposing greater monetary fines for privacy violations. The GDPR, which became effective in May 2018, provides for monetary penalties of up to 4% of an organization’s worldwide revenue. These penalties can be significant. For example, one European data protection regulator has fined a major U.S. technology company €50 million for its data handling practices. The U.S. Federal Trade Commission continues to fine companies on a regular basis for unfair and deceptive data protection practices, and these fines may increase in size. The CCPA provides for statutory damages or fines on a per violation basis that could be very large in the event of a significant data security breach or other CCPA violation. Taken together, the changes in laws or regulations associated with the enhanced protection of personal and other types of data could greatly increase the size of potential fines related to data protection, and our cost of providing our products and services could result in changes to our business practices or even prevent us from offering certain services in jurisdictions in which we operate. Although we have implemented contracts, diligence programs, policies and procedures designed to ensure compliance with applicable laws and regulations, there can be no assurance that our employees, contractors, partners, suppliers, data providers or agents will not violate such laws and regulations or our contracts, policies and procedures. Additionally, public perception and standards related to the privacy of personal information can shift rapidly, in ways that may affect our reputation or influence regulators to enact regulations and laws that may limit our ability to provide certain products and services.

We make statements about our use and disclosure of personal information through our privacy policy, information provided on our website and press statements. Any failure, or perceived failure, by us to comply with these public statements or with U.S. federal, state, or foreign laws and regulations, including laws and regulations regulating privacy, data security, or consumer protection, public perception, standards, self-regulatory requirements or legal obligations, could result in lost or restricted business, proceedings, actions or fines brought against us or levied by governmental entities or others, or could adversely affect our business and harm our reputation.

25


Table of Contents

Index to Financial Statements

 

Third parties have claimed, and in the future may claim, infringement or misuse of intellectual property rights and/or breach of license agreement provisions.   We periodically receive notices from, or have lawsuits filed against us by, others claiming infringement or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties include entities that do not design, manufacture, or distribute products or services or that acquire intellectual property for the sole purpose of monetization through infringement assertions. We expect to continue to receive such claims as:

 

we continue to expand into new businesses and acquire companies;

 

the number of products and competitors in our industry segments grows;

 

the use and support of third-party code (including open source code) becomes more prevalent in the industry;

 

the volume of issued patents continues to increase; and

 

non-practicing entities continue to assert intellectual property infringement in our industry segments.

Responding to any such claim, regardless of its validity, could:

 

be time consuming, costly and result in litigation;

 

divert management’s time and attention from developing our business;

 

require us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable;

 

require us to stop selling or to redesign certain of our products;

 

require us to release source code to third parties, possibly under open source license terms;

 

require us to satisfy indemnification obligations to our customers; or

 

otherwise adversely affect our business, results of operations, financial condition or cash flows.

We may not be able to protect our intellectual property rights.   We rely on copyright, trademark, patent and trade secret laws, confidentiality procedures, controls and contractual commitments to protect our intellectual property. Despite our efforts, these protections may be limited. Unauthorized third parties may try to copy or reverse engineer our products or otherwise use our intellectual property. Our patents may be invalidated or circumvented. Any of our pending or future patent applications may not be issued with the claim scope we seek, if at all. In addition, the laws of some countries do not provide the same level of intellectual property protection as U.S. laws and courts. If we cannot protect our intellectual property against unauthorized copying or use, or other misappropriation, we may not remain competitive.

We may not receive significant revenues from our current research and development efforts for several years, if at all.   Developing our various product offerings is expensive and the investment in the development of these offerings often involves a long return on investment cycle. An important element of our corporate strategy is to continue to dedicate a significant amount of resources to research and development and related product and service opportunities both through internal investments and the acquisition of intellectual property from acquired companies. Accelerated product and service introductions and short lifecycles require high levels of expenditures for research and development that could adversely affect our operating results if not offset by revenue increases. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we do not expect to receive significant revenues from these investments for several years, if at all.

Legal and Regulatory Risks

Adverse litigation results could affect our business.   We are subject to various legal proceedings. Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management’s attention away from running our core business. The results of our litigation also cannot be predicted with certainty. An adverse decision

26


Table of Contents

Index to Financial Statements

 

could result in monetary damages or injunctive relief that could affect our business, operating results or financial condition. Additional information regarding certain of the lawsuits we are involved in is discussed under Note 17 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

We may be subjected to increased taxes due to changes in U.S. or international tax laws or from adverse resolutions of tax audits and controversies.   As a multinational corporation, we incur income taxes as well as non-income based taxes (such as payroll, sales, use, property and value-added taxes) in both the U.S. and various foreign jurisdictions. Significant uncertainties exist with respect to the application of the various taxes to the businesses in which we engage, often requiring that we make judgments in determining our tax liabilities and worldwide provision for income taxes. We are regularly under audit by tax authorities in the U.S. and internationally, which can lead to disagreements such as regarding our intercompany transfer prices and calculations and on the applicability of withholding taxes to our cross-border transactions. Any unfavorable resolution of these tax audits and controversies could cause our tax liabilities to increase and may have a significant adverse impact on our provision for income taxes and tax rate. Although we believe that our income and non-income based tax estimates are reasonable, there is no assurance that the final determination of tax audits or disputes will not be different from what is reflected in our historical income tax provisions and tax accruals.

Increasingly, countries around the world are actively considering or have enacted changes in relevant tax, accounting and other laws, regulations and interpretations. In the U.S., various proposals, if enacted, would dramatically raise the U.S. corporate tax rate and increase the tax on non-U.S. income. Such unfavorable tax legislation resulting from the shifting U.S. political landscape and economic environment create the potential for added volatility in our quarterly provision for income taxes and could have a significant adverse impact on our future income tax provision and tax rate.

Other countries also continue to consider changes to their tax laws that could negatively affect us by increasing taxes imposed on our international revenue streams, operations and cross-border transactions, including the imposition of taxes targeted at digital technology businesses and changes in withholding tax regimes. More fundamentally, longstanding international tax principles that determine each country’s right to tax cross-border transactions are being reconsidered, creating significant uncertainty as to the future level of corporate income tax on our international operations. This re-examination of the global tax system is driven by a perceived need to provide greater taxing rights to market jurisdictions where customers or users are located. Various measures are being discussed, including adjustments to the manner in which taxable profits are allocated among jurisdictions, as well as the limitation of deductions for, or the imposition of additional withholding taxes on, intercompany payments.

The foregoing proposals to raise U.S. corporate income taxes in combination with the uncertain international tax environment have upended the predictability and reliability of the global tax system. Our future income tax provision and tax rate could significantly increase if such tax law changes are enacted in the U.S. or in countries in which we do business. Our provision for income taxes also could be adversely affected by shifts of earnings from jurisdictions that have relatively lower statutory tax rates to those in which the rates are relatively higher. In addition, changes in the valuation of our deferred tax assets or liabilities could negatively impact our income tax provision.

Our international sales and operations subject us to additional risks that can adversely affect our operating results.   We derive a substantial portion of our revenues from, and have significant operations, outside of the U.S. Compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business in foreign jurisdictions. These laws and regulations include data privacy requirements, labor relations laws, tax laws, foreign currency-related regulations, competition regulations, anti-bribery laws and other laws prohibiting payments to governmental officials such as the U.S. Foreign Corrupt Practices Act (FCPA), market access regulations, tariffs, and import, export and general trade regulations, including but not limited to economic sanctions and embargos. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business, including the loss of trade privileges. Any such violations could result in prohibitions on our ability to offer our products and services in one or more countries, could delay or prevent potential acquisitions and could also

27


Table of Contents

Index to Financial Statements

 

materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results. These laws can require suspension or termination of business, including financial transactions, in certain countries, territories or with certain customers and any such action in the future could adversely affect our business, financial condition and results of operations. Compliance with these laws also requires a significant amount of management attention and effort, which may divert management’s attention from running our business operations and could harm our ability to grow our business, or may increase our expenses as we engage specialized or other additional resources to assist us with our compliance efforts.

Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. We monitor our operations and investigate allegations of improprieties relating to transactions and the way in which such transactions are recorded. Where circumstances warrant, we provide information and report our findings to government authorities, and in some circumstances such authorities conduct their own investigations and we respond to their requests or demands for information. No assurance can be given that action will not be taken by such authorities or that our compliance program will prove effective.

We are also subject to a variety of other risks and challenges in managing an organization operating globally, including those related to:

 

general economic conditions in each country or region;

 

public health risks, social risks and supporting infrastructure stability risks, particularly in areas in which we have significant operations;

 

fluctuations in currency exchange rates and related impacts on customer demand and our operating results;

 

difficulties in transferring funds from or converting currencies in certain countries that could lead to a devaluation of our net assets, in particular our cash assets, in that country’s currency;

 

regulatory changes, including government austerity measures in certain countries that we may not be able to sufficiently plan for or avoid that may unexpectedly impair bank deposits or other cash assets that we hold in these countries or that impose additional taxes that we may be required to pay in these countries;

 

political unrest, terrorism and the potential for other hostilities;

 

common local business behaviors that are in direct conflict with our business ethics, practices and conduct policies;

 

natural disasters;

 

the effects of climate change (such as sea level rise, drought, flooding, wildfires and increased storm sensitivity);

 

longer payment cycles and difficulties in collecting accounts receivable;

 

overlapping tax regimes; and

 

reduced protection for intellectual property rights in some countries.

The variety of risks and challenges listed above could also disrupt or otherwise negatively impact our supply chain operations and sales of our products and services in affected countries or regions.

As the majority shareholder of Oracle Financial Services Software Limited, a publicly traded company in India, and Oracle Corporation Japan, a publicly traded company in Japan, we are faced with several additional risks, including being subject to local securities regulations and being unable to exert full control that we would otherwise have if these entities were wholly-owned subsidiaries.

Our sales to government clients expose us to business volatility and risks, including government budgeting cycles and appropriations, procurement regulations, governmental policy shifts, early termination of contracts, audits,

28


Table of Contents

Index to Financial Statements

 

investigations, sanctions and penalties.   We derive revenues from contracts with the U.S. government, state and local governments, and foreign governments and are subject to procurement laws relating to the award, administration and performance of those contracts.

Governmental entities are variously pursuing policies that affect our ability to sell our products and services. Changes in government procurement policy, priorities, regulations, technology initiatives and/or requirements may negatively impact our potential for growth in the government sector. For example, the U.S. government imposes evolving cybersecurity requirements, including, for example, the FedRAMP authorization process and the Department of Defense (DoD) Cybersecurity Maturity Model Certification (CMMC).  These requirements may impact our lines of business in the U.S. federal government market. Compliance with these cybersecurity requirements is complex and costly, and failure to meet, or delays in meeting, the required security controls could limit our ability to sell products and services, directly or indirectly, to the DoD and other federal and state government entities that implement similar cybersecurity requirements.

We are also subject to early termination of our contracts. Many governmental entities have the right to terminate contracts at any time, without cause. For example, the U.S. federal government may terminate any of our government contracts and subcontracts at its convenience, or for default based on our performance.

U.S. federal, state and local government and foreign government contracts are generally subject to government funding authorizations/appropriations. Contracts may be terminated based upon a lack of government funds.

There is increased pressure on governments and their agencies, both domestically and internationally, to reduce spending as governments continue to face significant deficit reduction pressures. This may adversely impact spending on government programs.

Government contracts laws and regulations impose certain risks, and contracts are generally subject to audits and investigations. If violations of law are found, they could result in civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

Environmental and other related laws and regulations subject us to a number of risks and could result in significant liabilities and costs.   Some of our cloud and hardware operations are subject to state, federal and international laws governing protection of the environment, proper handling and disposal of materials used for these products, human health and safety, the use of certain chemical substances and the labor practices of suppliers, as well as local testing and labeling requirements. Compliance with these ever-changing environmental and other laws in a timely manner could increase our product design, development, procurement, manufacturing, delivery, cloud operations and administration costs, limit our ability to manage excess and obsolete non-compliant inventory, change our sales activities, or otherwise impact future financial results of our cloud and hardware businesses. Any violation of these laws can subject us to significant liability, including fines, penalties and possible prohibition of sales of our products and services into one or more states or countries and result in a material adverse effect on the financial condition or results of operations of our cloud and hardware businesses. Regulatory, market, and competitive pressures regarding the greenhouse gas emissions and energy mix for our data center operations may also grow.

A significant portion of our hardware revenues come from international sales. Environmental legislation, such as the EU Directive on Restriction of Hazardous Substances (RoHS), the EU Waste Electrical and Electronic Equipment Directive (WEEE Directive) and China’s regulation on Management Methods for Controlling Pollution Caused by Electronic Information Products, among others, may increase our cost of doing business internationally and impact our hardware revenues from the EU, China and other countries with similar environmental legislation as we endeavor to comply with and implement these requirements. The UK Government has announced a procurement policy that includes environmental, social and economic sustainability measures.  

The SEC requires public disclosure for registrants that use certain “conflict minerals” in their products. Our supply chain is multi-tiered, global and highly complex. As a provider of hardware end-products, we are several steps removed from the mining and smelting or refining of any conflict minerals in our supply chain. Accordingly, our ability to determine with certainty the origin and chain of custody of conflict minerals is limited.

29


Table of Contents

Index to Financial Statements

 

We have an Environmental Steering Committee (ESC) comprised of senior individuals from a wide range of Oracle business units, including our Chief Sustainability Officer who reports to our Chief Executive Officer and oversees our overall sustainability strategy, including climate related risk mitigation. The ESC evaluates if climate or environmental risks have the potential for significant chronic or acute impact on our core and/or strategic business functions, including service delivery and support, product development and deployment, supply chain management, facility operations, employee recruitment and retention, or brand reputation. A failure by the ESC to identify and assess these risks could adversely affect our reputation, business, financial performance and growth.

We publish an annual Corporate Citizenship Report, which includes disclosure of our Environmental, Social and Governance (ESG) matters and goals. Our disclosures on these matters, and standards we set for ourselves or a failure to meet these standards, may potentially harm our reputation and brand. By electing to set and share publicly these corporate ESG standards, our business may also face increased scrutiny related to ESG activities.

Financial Risks

Our quarterly results of operations may fluctuate significantly based on a number of factors that make our results of operations difficult for us to predict.   Our revenues, particularly certain of our cloud license and on-premise license revenues and hardware revenues, can be difficult to forecast. A substantial portion of our cloud license, on-premise license and hardware contracts is completed in the latter part of a quarter, and a significant percentage of these is comprised of larger value orders. Because a significant portion of our cost structure is largely fixed in the short term, sales and revenue shortfalls tend to have a disproportionately negative impact on our profitability. The number of large license transactions and, to a lesser extent, hardware products transactions increases the risk of fluctuations in our quarterly results because a delay in even a small number of these transactions could cause our quarterly sales, revenues and profitability to fall significantly short of our predictions. In addition, sudden shifts in regional or global economic activity, such as what we experienced initially at the outset of the COVID-19 pandemic, may cause our sales forecasts to be inaccurate.

We may experience foreign currency gains and losses. Changes in currency exchange rates can adversely affect customer demand and our revenue and profitability.   We conduct a significant number of transactions and hold cash in currencies other than the U.S. Dollar. Changes in the values of major foreign currencies, particularly the Euro, Japanese Yen and British Pound, relative to the U.S. Dollar can significantly affect our total assets, revenues, operating results and cash flows, which are reported in U.S. Dollars. Fluctuations in foreign currency rates, including the strengthening of the U.S. Dollar against the Euro and most other major international currencies, adversely affects our revenue growth in terms of the amounts that we report in U.S. Dollars after converting our foreign currency results into U.S. Dollars and in terms of actual demand for our products and services as certain of these products may become relatively more expensive for foreign currency-based enterprises to purchase. In addition, currency variations can adversely affect margins on sales of our products in countries outside of the U.S. Generally, our reported revenues and operating results are adversely affected when the dollar strengthens relative to other currencies and are positively affected when the dollar weakens. In addition, our reported assets generally are adversely affected when the dollar strengthens relative to other currencies as a portion of our consolidated cash and bank deposits, among other assets, are held in foreign currencies and reported in U.S. Dollars.

In addition, we incur foreign currency transaction gains and losses, primarily related to sublicense fees and other intercompany agreements among us and our subsidiaries that we expect to cash settle in the near term, which are charged to earnings in the period incurred. We have a program which primarily utilizes foreign currency forward contracts designed to offset the risks associated with certain foreign currency exposures. We may suspend the program from time to time. As part of this program, we enter into foreign currency forward contracts so that increases or decreases in our foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in an effort to mitigate the risks and volatility associated with our foreign currency transaction gains or losses. A large portion of our consolidated operations are international, and we expect that we will continue to realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts. For example, we will experience foreign currency gains and losses in certain instances if it is not possible or cost-effective to hedge our foreign currency exposures, if our hedging efforts are ineffective, or should we suspend our foreign currency forward contract program. Our ultimate realized

30


Table of Contents

Index to Financial Statements

 

loss or gain with respect to currency fluctuations will generally depend on the size and type of cross-currency exposures that we enter into, the currency exchange rates associated with these exposures and changes in those rates, whether we have entered into foreign currency forward contracts to offset these exposures and any related fees paid to purchase such contracts, and other factors. All of these factors could materially impact our results of operations, financial position and cash flows.

We have incurred foreign currency losses associated with the devaluation of currencies in certain highly inflationary economies relative to the U.S. Dollar. We could incur future losses in emerging market countries where we do business should their currencies become designated as highly inflationary.

There are risks associated with our outstanding and future indebtedness.   As of May 31, 2021, we had an aggregate of $84.2 billion of outstanding indebtedness that will mature between calendar year 2021 and calendar year 2061, and we may incur additional indebtedness in the future. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this section. There can be no assurance that we will be able to manage any of these risks successfully.

We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase.

Should we incur future increases in interest expense, our ability to utilize certain of our foreign tax credits to reduce our U.S. federal income tax could be limited, which could unfavorably affect our provision for income taxes and effective tax rate. In addition, changes by any rating agency to our outlook or credit rating could negatively affect the value of both our debt and equity securities and increase the interest amounts we pay on certain outstanding or future debt. These risks could adversely affect our financial condition and results of operations.

Risks Related to Our Common Stock

Our stock price could become more volatile and your investment could lose value.   All of the factors discussed within this Risk Factors section could affect our stock price. The timing of announcements in the public market by us or by our competitors regarding new cloud services, products, product enhancements, technological advances, acquisitions or major transactions could also affect our stock price. Changes in the amounts and frequency of share repurchases or dividends could affect our stock price. Our stock price could also be affected by factors, some of which are beyond our control, including, among others: speculation in the press, social media and the analyst community, changes in recommendations or earnings related estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock, negative analyst surveys or channel check surveys, earnings announcements where our financial results differ from our guidance or investors’ expectations, our credit ratings and market trends unrelated to our performance. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. A significant drop in our stock price could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert management’s attention and resources, which could adversely affect our business.

We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value.   In fiscal 2021, our Board of Directors approved expansions of our stock repurchase program totaling $20.0 billion. The repurchase program does not have an expiration date and we are not obligated to repurchase a specified number or dollar value of shares. Our repurchase program may be suspended or terminated at any time and, even if fully implemented, may not enhance long-term stockholder value.

31


Table of Contents

Index to Financial Statements

 

General Risks

Economic, political and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price.   Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting. These include:

 

general economic and business conditions;

 

overall demand for enterprise cloud, license and hardware products and services;

 

governmental budgetary constraints or shifts in government spending priorities; and

 

general legal, regulatory and political developments.

Macroeconomic developments such as the global economic effects resulting from the COVID-19 pandemic, the United Kingdom leaving the EU (Brexit), evolving trade policies between the U.S. and international trade partners, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price. Any general weakening of, and related declining corporate confidence in, the global economy or the curtailment of government or corporate spending could cause current or potential customers to reduce or eliminate their IT budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers not to pay us or to delay paying us for previously purchased products and services.

In addition, international, regional or domestic political unrest and the related potential impact on global stability, terrorist attacks and the potential for other hostilities in various parts of the world, public health crises such as the COVID-19 pandemic, and natural disasters continue to contribute to a climate of economic and political uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability. These factors generally have the strongest effect on our sales of cloud license and on-premise license, hardware and related services and, to a lesser extent, also may affect our renewal rates for license support and our subscription-based cloud offerings.

Business disruptions could adversely affect our operating results.   A significant portion of our critical business operations are concentrated in a few geographic areas, some of which include emerging market international locations that may be less stable relative to running such business operations solely within the U.S. We are a highly automated business and a disruption or failure of our systems, supply chains and processes could cause delays in completing sales, providing services, including some of our cloud offerings, and enabling a seamless customer experience with respect to our customer facing back office processes. A major earthquake or fire, political, social or other disruption to infrastructure that supports our operations or other catastrophic event or the effects of climate change (such as increased storm severity, drought and pandemics) that results in the destruction or disruption of any of our critical business, supply chains or IT systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be materially and adversely affected.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

Our properties consist of owned and leased office facilities for sales, support, research and development, services, manufacturing, cloud operations and administrative and other functions. Our headquarters facility consists of approximately 0.9 million square feet in Austin, Texas, substantially all of which we own. We also own or lease other facilities for current use consisting of approximately 24.1 million square feet in various other locations in the U.S. and abroad. Approximately 3.9 million square feet, or 16%, of our total owned and leased space is sublet or is being actively marketed for sublease or disposition. We lease our principal internal manufacturing facility for our

32


Table of Contents

Index to Financial Statements

 

hardware products in Hillsboro, Oregon. Our cloud operations deliver our Oracle Cloud Services through the use of global data centers, substantially all of which were leased through colocation suppliers. We believe that our facilities are in good condition and suitable for the conduct of our business.

Item 3.

The material set forth in Note 14 (pertaining to information regarding contingencies related to our income taxes) and Note 17 (pertaining to information regarding legal contingencies) of Notes to Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

Item 4.

Mine Safety Disclosures

Not applicable.

 

33


Table of Contents

Index to Financial Statements

 

 

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol “ORCL.” According to the records of our transfer agent, we had 8,100 stockholders of record as of May 31, 2021.

For equity compensation plan information, please refer to Item 12 in Part III of this Annual Report.

Stock Repurchase Program

Our Board of Directors has approved a program for us to repurchase shares of our common stock. On March 10, 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $20.0 billion. As of May 31, 2021, approximately $15.6 billion remained available for stock repurchases pursuant to our 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.

The following table summarizes the stock repurchase activity for the three months ended May 31, 2021 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:

 

(in millions, except per share amounts)

 

Total Number of

Shares

Purchased

 

 

Average Price

Paid per

Share

 

 

Total Number of

Shares Purchased as

Part of Publicly

Announced

Program

 

 

Approximate Dollar

Value of Shares that

May Yet Be

Purchased

Under the Program

 

March 1, 2021—March 31, 2021

 

 

29.0

 

 

$

68.95

 

 

 

29.0

 

 

$

21,648.4

 

April 1, 2021—April 30, 2021

 

 

52.6

 

 

$

76.00

 

 

 

52.6

 

 

$

17,648.4

 

May 1, 2021—May 31, 2021

 

 

25.4

 

 

$

78.92

 

 

 

25.4

 

 

$

15,648.4

 

Total

 

 

107.0

 

 

$

74.79

 

 

 

107.0

 

 

 

 

 

 

34


Table of Contents

Index to Financial Statements

 

 

Stock Performance Graph and Cumulative Total Return

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Index and the S&P Information Technology Index for each of the last five fiscal years ended May 31, 2021, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

*$100 INVESTED ON MAY 31, 2016 IN STOCK OR

INDEX-INCLUDING REINVESTMENT OF DIVIDENDS

 

 

 

5/16

 

 

5/17

 

 

5/18

 

 

5/19

 

 

5/20

 

 

5/21

 

Oracle Corporation

 

 

100.0

 

 

 

114.7

 

 

 

119.9

 

 

 

132.0

 

 

 

142.8

 

 

 

212.5

 

S&P 500 Index

 

 

100.0

 

 

 

117.5

 

 

 

134.4

 

 

 

139.5

 

 

 

157.4

 

 

 

220.8

 

S&P Information Technology Index

 

 

100.0

 

 

 

133.8

 

 

 

171.6

 

 

 

179.1

 

 

 

247.9

 

 

 

353.6

 

 

Item 6.

Selected Financial Data

Omitted at registrant’s option.

 

 

35


Table of Contents

Index to Financial Statements

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations with an overview of our businesses and significant trends. This overview is followed by a summary of our critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition for fiscal 2021 compared to fiscal 2020. A discussion regarding our financial condition and results of operations for fiscal 2020 compared to fiscal 2019 can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020, as filed with the SEC on June 22, 2020, which is available free of charge on the SEC’s website at www.sec.gov and on our Investor Relations website at www.oracle.com/investor.

Business Overview

Oracle provides products and services that address enterprise information technology (IT) environments. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise deployments, cloud‑based deployments, and hybrid deployments (an approach that combines both on-premise and cloud‑based deployment) such as our Oracle Cloud@Customer offering (an instance of Oracle Cloud in a customer’s own data center). Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs. Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the world including businesses of many sizes, government agencies, educational institutions and resellers.

We have three businesses: cloud and license; hardware; and services; each of which comprises a single operating segment. The descriptions set forth below as a part of this Item 7 and the information contained within Item 1 Business and Note 15 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report provide additional information related to our businesses and operating segments and align to how our chief operating decision makers (CODMs), which include our Chief Executive Officer and Chief Technology Officer, view our operating results and allocate resources.

Impacts of the COVID-19 Pandemic on Oracle’s Business

For a discussion of the impacts on and risks to our business from COVID-19, please refer to “Impacts of the COVID-19 Pandemic on Oracle’s Business” included in Item 1 Business in this Annual Report, the risks included in Item 1A Risk Factors in this Annual Report and the information presented below in “Results of Operations” in this Item 7.

Cloud and License Business

Our cloud and license business, which represented 84% and 83% of our total revenues in fiscal 2021 and 2020, respectively, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and license offerings. Revenue streams included in our cloud and license business are:

 

Cloud services and license support revenues, which include:

 

o

license support revenues, which are earned by providing Oracle license support services to customers that have elected to purchase support services in connection with the purchase of Oracle applications and infrastructure software licenses for use in cloud, on-premise and other IT environments. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. License support contracts are generally priced as a percentage of the net fees paid by the customer to purchase a cloud license and/or on-premise license; are generally billed in advance of the support services being performed; are generally renewed at the customer’s option; and are generally

36


Table of Contents

Index to Financial Statements

 

 

recognized as revenues ratably over the contractual period that the support services are provided, which is generally one year; and

 

o

cloud services revenues, which provide customers access to Oracle Cloud applications and infrastructure technologies via cloud-based deployment models that Oracle develops, provides unspecified updates and enhancements for, deploys, hosts, manages and supports and that customers access by entering into a subscription agreement with us for a stated period. Oracle Cloud Services arrangements are generally billed in advance of the cloud services being performed; generally have durations of one to three years; are generally renewed at the customer’s option; and are generally recognized as revenues ratably over the contractual period of the cloud contract or, in the case of usage model contracts, as the cloud services are consumed over time.

 

Cloud license and on-premise license revenues, which include revenues from the licensing of our software products including Oracle Applications, Oracle Database, Oracle Middleware and Java, among others, which our customers deploy within cloud-based, on-premise and other IT environments. Our cloud license and on-premise license transactions are generally perpetual in nature and are generally recognized as revenues up front at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. The timing of a few large license transactions can substantially affect our quarterly license revenues due to the point-in-time nature of revenue recognition for license transactions, which is different than the typical revenue recognition pattern for our cloud services and license support revenues in which revenues are generally recognized ratably over the contractual terms. Cloud license and on-premise license customers have the option to purchase and renew license support contracts, as further described above.

Providing choice and flexibility to our customers as to when and how they deploy Oracle applications and infrastructure technologies are important elements of our corporate strategy. In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud Services has increased. To address customer demand and enable customer choice, we have introduced certain programs for customers to pivot their applications and infrastructure licenses and the related license support to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services and license support revenues relative to our cloud license and on-premise license revenues, hardware revenues and services revenues has increased and we expect this trend to continue. Cloud services and license support revenues represented 71%, 70% and 68% of our total revenues during fiscal 2021, 2020 and 2019, respectively.

Our cloud and license business’ revenue growth is affected by many factors, including the strength of general economic and business conditions; governmental budgetary constraints; the strategy for and competitive position of our offerings; the continued renewal of our cloud services and license support customer contracts by the customer contract base; substantially all customers continuing to purchase license support contracts in connection with their license purchases; the pricing of license support contracts sold in connection with the sales of licenses; the pricing, amounts and volumes of licenses and cloud services sold; our ability to manage Oracle Cloud capacity requirements to meet existing and prospective customer demand; and foreign currency rate fluctuations.

On a constant currency basis, we expect that our total cloud and license revenues generally will continue to increase due to:

 

expected growth in our cloud services and license support offerings; and

 

continued demand for our cloud license and on-premise license offerings.

We believe these factors should contribute to future growth in our cloud and license business’ total revenues, which should enable us to continue to make investments in research and development and our cloud operations to develop, improve, increase the capacity of and expand the geographic footprint of our cloud and license products and services.

37


Table of Contents

Index to Financial Statements

 

Our cloud and license business’ margin has historically trended upward over the course of the four quarters within a particular fiscal year due to the historical upward trend of our cloud and license business’ revenues over those quarterly periods and because the majority of our costs for this business are generally fixed in the short term. The historical upward trend of our cloud and license business’ revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud services and license support contracts to the customer contract base that we generally recognize as revenues ratably or based upon customer usage over the respective contractual terms; the renewal of existing customers’ cloud services and license support contracts over the course of each fiscal year that we generally recognize as revenues ratably; and the historical upward trend of our cloud license and on-premise license revenues, which we generally recognize at a point in time upon delivery; in each case over those four quarterly periods.

Hardware Business

Our hardware business, which represented 8% and 9% of our total revenues in fiscal 2021 and 2020, respectively, provides a broad selection of enterprise hardware products and hardware-related software products including Oracle Engineered Systems, servers, storage, industry-specific hardware offerings, operating systems, virtualization, management and other hardware-related software, and related hardware support. Each hardware product and its related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product and its related software are delivered to the customer and ownership is transferred to the customer. We expect to make investments in research and development to improve existing hardware products and services and to develop new hardware products and services. The majority of our hardware products are sold through indirect channels, including independent distributors and value-added resellers. Our hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products and associated software products such as Oracle Solaris. Our hardware support offerings can also include product repairs, maintenance services and technical support services. Hardware support contracts are entered into and renewed at the option of the customer, are generally priced as a percentage of the net hardware products fees and are generally recognized as revenues ratably as the hardware support services are delivered over the contractual terms.

We generally expect our hardware business to have lower operating margins as a percentage of revenues than our cloud and license business due to the incremental costs we incur to produce and distribute these products and to provide support services, including direct materials and labor costs.

Our quarterly hardware revenues are difficult to predict. Our hardware revenues, cost of hardware and hardware operating margins that we report are affected by many factors, including our manufacturing partners’ abilities to timely manufacture or deliver a few large hardware transactions; our strategy for and the position of our hardware products relative to competitor offerings; customer demand for competing offerings, including cloud infrastructure offerings; the strength of general economic and business conditions; governmental budgetary constraints; whether customers decide to purchase hardware support contracts at or in close proximity to the time of hardware product sale; the percentage of our hardware support contract customer base that renews its support contracts and the close association between hardware products, which have a finite life, and customer demand for related hardware support as hardware products age; customer decisions to either maintain or upgrade their existing hardware infrastructure to newly developed technologies that are available; and foreign currency rate fluctuations.

Services Business

Our services business, which represented 8% of our total revenues in each of fiscal 2021 and 2020, helps customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our focus on Oracle technologies, extensive experience, broad sets of intellectual property and best practices. Our services offerings include consulting services and advanced customer services. Our services business has lower margins than our cloud and license and hardware businesses. Our services revenues are affected by many factors including our strategy for, and the

38


Table of Contents

Index to Financial Statements

 

competitive position of, our services; customer demand for our cloud and license and hardware offerings and the associated services for these offerings; general economic conditions; governmental budgetary constraints; personnel reductions in our customers’ IT departments; tighter controls over customer discretionary spending; and foreign currency rate fluctuations.

Acquisitions

Our selective and active acquisition program is another important element of our corporate strategy. Historically, we have invested billions of dollars to acquire a number of complementary companies, products, services and technologies. The pace of our acquisitions has slowed in recent years, but as compelling opportunities become available, we may acquire companies, products, services and technologies in furtherance of our corporate strategy. Note 2 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report provides additional information related to our recent acquisitions.

We believe that we can fund our future acquisitions with our internally available cash, cash equivalents and marketable securities, cash generated from operations, additional borrowings or from the issuance of additional securities. We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flows and return on invested capital targets before deciding to move forward with an acquisition.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s Accounting Standards Codification (ASC), and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC. GAAP, as set forth within the ASC, requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include:

 

Revenue Recognition;

 

Business Combinations;

 

Goodwill and Intangible Assets—Impairment Assessments;

 

Accounting for Income Taxes; and

 

Legal and Other Contingencies.

Our senior management has reviewed our critical accounting policies and related disclosures with the Finance and Audit Committee of the Board of Directors. Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report includes additional information about our critical and other accounting policies.

Revenue Recognition

The most critical judgments required in applying ASC 606, Revenue Recognition from Customers, and our revenue recognition policy relate to the determination of distinct performance obligations and the evaluation of the standalone selling price (SSP) for each performance obligation.

Many of our customer contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation within a customer contract is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency. Therefore, multiple products and services

39


Table of Contents

Index to Financial Statements

 

contained within a customer contract are generally considered to be distinct and are not combined for revenue recognition purposes. We allocate the transaction price for each customer contract to each performance obligation based on the relative SSP (the determination of SSP is discussed below) for each performance obligation within each contract. We recognize the amount of transaction price allocated to each performance obligation within a customer contract as revenue as each performance obligation is delivered.

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

Business Combinations

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

Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date, including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies and any contingent consideration, where applicable. Although we believe that the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

40


Table of Contents

Index to Financial Statements

 

If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.

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

Goodwill and Intangible Assets—Impairment Assessments

We review goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable. We make certain judgments and assumptions to determine our reporting units and in allocating shared assets and liabilities to determine the carrying values for each of our reporting units.

Judgment in the assessment of qualitative factors of impairment include cost factors; financial performance; legal, regulatory, contractual, political, business, and other factors; entity specific factors; industry and market considerations, macroeconomic conditions, and other relevant events and factors affecting the reporting unit. To the extent we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed.

Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit and involves significant estimates and assumptions. These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables.

We make judgments about the recoverability of purchased finite lived intangible assets whenever events or changes in circumstances indicate that impairment may exist. In such situations, we are required to evaluate whether the net book values of our finite lived intangible assets are recoverable. We determine whether finite lived intangible assets are recoverable based upon the forecasted future cash flows that are expected to be generated by the lowest level associated asset grouping. Assumptions and estimates about future values and remaining useful lives of our intangible assets are complex and subjective and include, among others, forecasted undiscounted cash flows to be generated by certain asset groupings. These assumptions and estimates can be affected by a variety of factors, including external factors such as industry and economic trends and internal factors such as changes in our business strategy and our internal forecasts.

Accounting for Income Taxes

Judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expenses that qualify for preferential tax treatment, and the segregation of foreign and domestic earnings and expenses to avoid double taxation. Although we believe that our estimates are reasonable, the final tax outcome of these matters could be different from that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such determination is made.

41


Table of Contents

Index to Financial Statements

 

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. If we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance as an adjustment to our provision for income taxes at such time.

We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the tax returns are filed and the global tax implications are known, which can materially impact our effective tax rate.

The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue may require certain judgments. A description of our accounting policies associated with tax related contingencies assumed as a part of a business combination is provided under “Business Combinations” above.

For those tax related contingencies that are not a part of a business combination, we account for these uncertain tax issues pursuant to ASC 740, Income Taxes, which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Although we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given with respect to the final outcome of these matters. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit, judicial rulings, and refinement of estimates or realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters is different than the amounts recorded, such differences generally will impact our provision for income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate and also include the related interest and penalties.

Legal and Other Contingencies

We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. A description of our accounting policies associated with contingencies assumed as a part of a business combination is provided under “Business Combinations” above. For legal and other contingencies that are not a part of a business combination, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time the accruals are made. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position.

42


Table of Contents

Index to Financial Statements

 

Results of Operations

Presentation of Operating Segment Results and Other Financial Information

In our fiscal 2021 compared to fiscal 2020 results of operations discussion below, we provide an overview of our total consolidated revenues, total consolidated operating expenses and total consolidated operating margin, all of which are presented on a GAAP basis. We also present a GAAP-based discussion below for substantially all of the other expense items as presented in our consolidated statements of operations that are not directly attributable to our three businesses.

In addition, we discuss below the fiscal 2021 compared to fiscal 2020 results of each of our three businesses—cloud and license, hardware and services—which are our operating segments as defined pursuant to ASC 280, Segment Reporting. The financial reporting for our three businesses that is presented below is presented in a manner that is consistent with that used by our CODMs. Our operating segment presentation below reflects revenues, direct costs and sales and marketing expenses that correspond to and are directly attributable to each of our three businesses. We also utilize these inputs to calculate and present a segment margin for each of our three businesses in the discussion below.

Consistent with our internal management reporting processes, the below operating segment presentation is noted to include any revenues adjustments related to cloud services and license support contracts that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations for the periods presented due to business combination accounting requirements. Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of these items and Note 15 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a reconciliation of the summations of our total operating segment revenues as presented in the discussion below to total revenues as presented per our consolidated statements of operations for all periods presented.

In addition, research and development expenses, general and administrative expenses, stock-based compensation expenses, amortization of intangible assets, certain other expense allocations, acquisition related and other expenses, restructuring expenses, interest expense, non-operating expenses or income, net and provision for income taxes are not attributed to our three operating segments because our management does not view the performance of our three businesses including such items and/or it is impractical to do so. Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of certain of these items and Note 15 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a reconciliation of the summations of total segment margin as presented in the discussion below to total income before provision for income taxes as presented per our consolidated statements of operations for all periods presented.

We experienced COVID-19 related impacts to our business during fiscal 2021 and 2020. Certain of these historical impacts on our operating results are further discussed below. Any future impacts are currently unknown.

Separately, as described further below and in Notes 1 and 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report, we recorded a $2.3 billion non-recurring net deferred tax benefit during fiscal 2021 that related to a partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights.

Constant Currency Presentation

Our international operations have provided and are expected to continue to provide a significant portion of each of our businesses’ revenues and expenses. As a result, each of our businesses’ revenues and expenses and our total revenues and expenses will continue to be affected by changes in the U.S. Dollar against major international currencies. In order to provide a framework for assessing how our underlying businesses performed, excluding the effects of foreign currency rate fluctuations, we compare the percent change in the results from one period to another period in this Annual Report using constant currency disclosure. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e., the rates in effect on May 31, 2020, which was the last day of our prior fiscal year) rather than the actual exchange rates in effect during the respective periods. For example, if an entity

43


Table of Contents

Index to Financial Statements

 

reporting in Euros had revenues of 1.0 million Euros from products sold on May 31, 2021 and 2020, our financial statements would reflect reported revenues of $1.19 million in fiscal 2021 (using 1.19 as the month-end average exchange rate for the period) and $1.10 million in fiscal 2020 (using 1.10 as the month-end average exchange rate for the period). The constant currency presentation, however, would translate the fiscal 2021 results using the fiscal 2020 exchange rate and indicate, in this example, no change in revenues during the period. In each of the tables below, we present the percent change based on actual, unrounded results in reported currency and in constant currency.

Total Revenues and Operating Expenses

 

 

 

Year Ended May 31,

 

 

 

 

 

 

 

Percent Change

 

 

 

 

(Dollars in millions)

 

2021

 

 

Actual

 

Constant

 

2020

 

Total Revenues by Geography:

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

21,828

 

 

1%

 

2%

 

$

21,563

 

EMEA(1)

 

 

11,894

 

 

8%

 

2%

 

 

11,035