risk fluctuations quarterly results. lose customers delay transactions quarterly sales revenues profitability fall short predictions. shifts regional activity sales forecasts.


hold portfolio publicly traded equity debt including Ampere Computing Holdings LLC ownership interest 29% as of May 31, 2024. impairment charges changes fair values investments recorded as unrealized gains losses consolidated net income. timing on factors performance companies conditions public equity markets uncertain. Changes in fair values including Ampere contributed to volatility net income not reflective core businesses. investments in Ampere could increase potential put options co-investors call options. If acquire control Ampere results with. Ampere generated net losses expect generate net losses.


currency exchange rates affect customer demand revenue profitability. conduct transactions hold cash in currencies. Dollar. foreign currencies Australian Dollar British Pound Brazilian Real Canadian Dollar Euro Indian Rupee Japanese Yen Saudi Riyal. affect assets revenues operating results cash flows reported. Dollars. Fluctuations foreign currency rates strengthening. Euro revenue growth. demand products. currency variations affect margins sales outside. revenues operating results affected dollar strengthens positively weakens. assets affected dollar strengthens cash bank deposits foreign currencies.


incur foreign currency transaction gains losses related to sublicense fees intercompany agreements subsidiaries settle charged to earnings. program utilizes foreign currency forward contracts offset risks. may suspend program. enter foreign currency forward contracts offset by gains losses mitigate risks volatility. consolidated operations international expect realize gains losses foreign currency exposures net including cost to. experience foreign currency gains losses if hedge ineffective suspend contract program. ultimate loss gain currency fluctuations on size cross-currency exposures currency exchange rates forward contracts related fees factors. could impact results financial position cash flows.


incurred currency losses devaluation inflationary economies. incur losses emerging market highly inflationary.


risks future indebtedness. As of May 31, 2024 $86. 9 billion indebtedness between 2024 2061. pay interest repay principal business operations cash factors. no assurance risks.


expect refinance portion outstanding debt matures. risk existing debt terms not favorable. prevailing rates result higher rates interest expense refinanced indebtedness increase.


future increases interest expense foreign tax credits. income tax taxes rate. changes outlook credit rating withdrawal affect debt equity securities increase interest debt. risks affect financial results operations.


stock price volatile investment lose value. factors Risk Factors section affect stock price. timing announcements new cloud services products enhancements technological advances transactions affect. Changes stock repurchases dividends affect price. by factors beyond control speculation social media changes recommendations estimates changes valuation measures negative surveys credit ratings inaccurate misinformation AI market trends unrelated performance. stock market technology companies extreme price volume fluctuations unrelated operating performance. drop stock price risk securities class action lawsuits costs attention resources business.


guarantee stock repurchase program stockholder value. expiration date obligated repurchase value. accelerated suspended delayed discontinued. stock repurchases until gross debt reduced below thresholds. enhance stockholder value.


Economic market conditions affect business financial condition revenue growth profitability stock price. business influenced factors beyond control advantage. economic business conditions demand cloud hardware budgetary constraints


legal developments.


Macroeconomic developments global elevated inflation interest rates limited liquidity developments financial institutions wars trade policies. similar events uncertainty instability affect business operating results financial condition stock price. weakening declining corporate confidence global economy curtailment government corporate spending cause customers reduce IT budgets spending delay decrease cancel purchases delay. parties meet obligations business. Bank failures issues U. S. global financial systems capital markets.


international political unrest impact stability terrorist attacks hostilities health crises natural disasters economic uncertainty operations financial condition revenue growth profitability. factors sales cloud on-premise hardware services renewal rates subscription cloud offerings.


Business disruptions affect operating results. critical operations in areas emerging market international locations less stable. highly automated business disruption systems supply chains processes delays sales services cloud customer experience. Oracle Cloud traffic alternate facility severe impact major natural disaster disruption infrastructure catastrophic event effects climate change destruction disruption business operations chains IT systems affect normal operations future operating results affected.


information security risk management approach risk exposures cybersecurity threats. perform risk assessments prioritize risks. assessments inform strategies oversight processes cybersecurity risks key risk.


Oracle target for hackers threats actors products services store manage large data sensitive. vendors subject third parties vulnerabilities security measures unauthorized access software hardware cloud networks systems. fiscal 2024 risks cybersecurity threats business strategy operations financial condition. if cyberattack incident unauthorized access modification customers’ suppliers’ IT systems services disrupted


products services security vulnerabilities expenses damage brand reputation. Privacy Cybersecurity Intellectual Property Risk Factors Item 1A Annual Report cybersecurity.


corporate programs prevent detect respond recover cybersecurity threats. leverage frameworks controls. personnel collaborate experts identify threats severity mitigate. conduct security privacy reviews risks. employ monitoring tools activity simulate threats address vulnerabilities. train employees cybersecurity.


program includes processes escalating investigating remediating security events legal obligations minimizing damage. insurance losses cybersecurity. tabletop exercises response controls severity priority.


conduct external internal risk audits improvement. conduct penetration testing vulnerabilities products services systems. undergo security certifications auditors 27001 27017 27018 Cloud Security Payment Card Industry Data Security Standard. vendor risk management program mitigates risks third service providers. findings review information security practices procedures technologies.


Cybersecurity for Board of Directors. information security risk management program understanding practices capabilities division responsibilities reviewing risk exposure tolerance tracking emerging risks ensuring escalation risks review. oversees cybersecurity risks Finance and Audit Committee. F&A Committee assists management assessment privacy data security risk potential impacts on business financial results operations reputation. oversees controls financial reporting information systems.


F&A Committee reviews incident response tests audits penetration testing oversees vendor risk management program. receives updates from senior management. Screven Executive Vice President Chief Corporate Architect.&A Committee reports Board quarterly cybersecurity. Board members cybersecurity. Chief Corporate Architect Chief Privacy Officer Head Global Information Security report risks mitigation goals potential risks.


Chief Corporate Architect identification information security risks. studied computer science Carnegie Mellon University Oracle since 1986. drives technology architecture decisions leads strategic initiatives security strategy.


Chief Corporate Architect supported by team members industry experience. team provide reports work with Chief Privacy Officer include information product physical security. escalate cybersecurity threats to Chief Architect assesses for F&A Committee. maintain disclosure controls for prompt reporting timely public disclosure of cybersecurity risks.


properties owned leased cloud operations sales research services manufacturing administrative functions. headquarters. 9 million square feet Austin Texas. facilities 27. 7 million square feet. 9. 1 million square feet 32%,. lease manufacturing Hillsboro Oregon. cloud operations Oracle Cloud Services global data centers leased. facilities good suitable.


Note 13 income 16 legal Consolidated Financial Statements Item 15 Annual Report incorporated.


Equity Stockholder Purchases Securities


stock traded New York Stock Exchange. 6,921 stockholders May 2024.


equity compensation 12 III Annual.


Board Directors approved common stock. May 2024 $7. billion repurchases.


stock repurchase authorization expiration working capital cash debt repayment stock price economic conditions. repurchases open market purchases Rule 10b5-1 trading plan. accelerated suspended delayed discontinued.


table summarizes stock repurchase activity three months May 31, 2024 dollar value shares millions Number Shares Purchased Price Paid Share Program Dollar Value Shares March 1, 31, 2024. April 1, 30, 2024. May 1, 2024—May 31, 2024.


graph compares return common stock S&P 500 Dow Jones. Technology Index five fiscal years 2024 investment $100 reinvestment dividends. comparisons historical not indicative future performance.


Oracle S&P 500 Dow Jones.


Oracle Corporation.#161#223#250 S&P 500 Index.#158#157#162#208 Dow Jones. Technology Total Return Index.#205#197#234.#329.


Discussion Financial Operations


begin Discussion Analysis Financial overview businesses trends. accounting estimates assumptions judgments financial results. detailed analysis results financial condition fiscal 2024 2023. discussion 2023 2022 Part II Item 7 Annual Report Form 10-K fiscal year May 31, 2023 filed SEC June 20, 2023 available website. Investor Relations website.


Oracle enterprise IT. applications infrastructure delivered worldwide deployment models. on-premise cloud-based hybrid deployments. offer choice flexibility product deployment combinations. sales Oracle Partner Network sell businesses government agencies educational institutions resellers.


three businesses cloud license hardware services single operating segment. descriptions Item 7 Analysis Financial Condition Results Operations Item 1 Business Note 14 Financial Statements Annual Report information Executive Technology Officer results allocate resources.


cloud license business 84% 83% revenues 2024 2023 markets sells delivers enterprise applications infrastructure technologies. services support


services revenues earned providing access Oracle Cloud applications infrastructure technologies cloud deployment models updates enhancements subscription agreement period. Services billed advance durations one to four years renewed option recognized as revenues over contractual period consumed


support revenues earned providing Oracle license support services customers Oracle applications infrastructure software licenses cloud on-premise IT environments. customers renew contracts expiration technical support updates enhancements. support contracts priced percentage net fees cloud billed advance renewed at option recognized as revenues over contractual period one year.


on-premise license revenues include from software products Oracle Applications Database Middleware Java cloud on-premise IT environments. transactions perpetual recognized up front software available. Revenues from usage-based royalty arrangements recognized software end user usage occurs. large license transactions affect quarterly license revenues point-time recognition different than typical. customers purchase renew license support contracts.


choice flexibility Oracle applications infrastructure technologies strategy. demand Oracle Cloud Services increased. programs pivot software licenses Oracle Cloud migrate workloads. cloud services revenues total revenues increased expect trend. revenues represented 37% 32% 25% total revenues fiscal 2024 2023 2022.


cloud license revenue growth affected by factors economic business conditions budgetary constraints strategy competitive position customer satisfaction renewal cloud services license support contracts customers contracts pricing licenses cloud services sold Oracle Cloud capacity foreign currency rate fluctuations.


constant currency expect cloud license revenues increase growth cloud services demand cloud-premise support.


factors contribute future growth cloud revenues investments research development operations increase capacity expand footprint products services.


cloud license business’ margin trended upward over four quarters fiscal year due to upward trend revenues majority costs fixed short term. upward trend four quarters due to addition of new cloud services license support contracts customer base renewal of existing contracts historical upward trend of cloud license on-premise license revenues recognize upon delivery four.


hardware business 6% revenues fiscal 2024 2023 provides enterprise hardware software including Oracle Engineered Systems servers storage industry-specific hardware operating systems virtualization management software support. product software interdependent accounted combined performance obligation. revenues recognized delivered ownership transferred. expect research development develop new. majority products sold indirect channels independent distributors value-added resellers. support software updates essential. repairs maintenance technical support. contracts renewed option customer priced percentage net fees recognized revenues delivered contractual terms.


expect hardware lower margins cloud license incremental costs produce distribute support services materials labor.


quarterly hardware revenues difficult predict. cost operating margins affected by factors manufacturing partners’ large hardware transactions strategy position customer demand economic business conditions governmental budgetary constraints support contracts product sale percentage customer base products finite life customer demand support decisions maintain upgrade infrastructure technologies foreign currency rate fluctuations.


services business represented 10% 11% revenues 2024 2023 helps maximize investments Oracle applications infrastructure. differentiated focus Oracle technologies experience intellectual property best practices. include consulting advanced services. lower margins cloud license hardware. revenues affected strategy demand economic conditions constraints personnel reductions spending foreign currency fluctuations.


selective acquisition program corporate strategy. invested billions complementary companies technologies. acquired 2024 2023 including Cerner 2023. Note 2 Financial Statements acquisition Cerner acquisitions.


acquire companies services technologies corporate.


fund future acquisitions cash equivalents securities operations borrowings issuance securities. estimate financial impact acquisition earnings margin cash flows return capital.


since 2017 Ampere equity convertible debt instruments. $1. 5 billion $1. 2 billion May 31, 2024 2023. expect losses confident long-term potential server chips.


equity investments Ampere 29% May 31, 2024 2023. own convertible debt investments June 2026 convertible equity securities. May 2024 invested $600 million convertible debt instruments Ampere. counterparty put call options $400 million to $1. 5 billion acquire equity interests Ampere January 2027. control Ampere consolidate results.


consolidated financial statements prepared. accounting principles estimates judgments assumptions assets liabilities revenues expenses disclosure. Critical accounting estimates significant uncertainty financial condition. believe estimates assumptions reasonable based information. differences between results financial statements affected. critical estimates business combinations income taxes non-marketable investments. Note 1 Consolidated Financial Statements accounting policies.


Accounting Standards Codification) 805 Business Combinations use estimates assumptions uncertain refinement measure assets liabilities assumed intangible assets pre-acquisition contingencies acquisition date contingent consideration. assumptions estimates based on historical experience information management acquired companies uncertain. events affect. measurement period one year acquisition record adjustments assets liabilities assumed offset goodwill. conclusion adjustments recorded consolidated statements operations.


business acquisition identify pre-acquisition contingencies extend review obtain information assess fair value estimates assets liabilities assumed determine estimated amounts.


determine fair value non-income tax pre-acquisition contingency by end measurement period recognize asset or liability for if probable asset existed liability incurred at acquisition date amount estimated. changes in estimates affect earnings results operations financial position.


uncertain tax positions valuation allowances in business combination estimated acquisition date. reevaluate quarterly facts adjustments recorded to goodwill if identified measurement period. changes to tax positions affect provision income taxes consolidated statement results financial position.


Judgment worldwide income tax provision. global business transactions tax outcome uncertain. uncertainties revenue sharing cost reimbursement identifying preferential tax treatment segregation foreign earnings expenses double taxation. estimates final tax outcome historical income tax. differences income tax provision net income.


record valuation allowance reduce deferred tax assets likely realized. realize assets generate sufficient taxable income jurisdictions. consider future growth forecasted earnings taxable income mix historical earnings income prior years carryback tax planning strategies valuation allowance. realize deferred tax assets adjustment charged to earnings goodwill adjusted final determination valuation allowance acquisition. later more likely net deferred tax assets realized reverse valuation allowance adjustment income taxes.


calculate current deferred tax provision estimates assumptions results returns. Adjustments global tax implications impact tax rate.


income tax subject audits federal proposed assessments. potential outcome tax issue judgments. accounting policies tax contingencies business Combinations”.


tax contingencies not business combination account uncertain tax issues ASC 740 Income Taxes two-step approach uncertain tax positions tax return. first step evidence tax position sustained audit. second step measure tax benefit largest amount 50% likely settlement. uncertain tax positions no final outcome. adjust reserves uncertain tax positions changing facts closing tax audit judicial rulings refinement estimates earnings deductions. final outcome differences impact income taxes. provisions include reserve provisions changes reserves interest penalties.


assess non-marketable debt equity investments for credit losses impairment quarterly. analysis includes factors results projections cash usage product acceptance opportunity. requires judgment. investee information limited. investment impaired adjust estimated value charge included non expenses statements. Estimating fair value impairment involves estimation uncertainty judgment. incur future losses results financial position.


results operations discussion overview consolidated revenues expenses margin GAAP basis. GAAP-based discussion other expense items statements not attributable three businesses.


discuss results three license hardware operating segments ASC 280 Segment Reporting. financial reporting three businesses consistent CODMs. operating segment reflects revenues direct costs sales marketing expenses businesses. inputs calculate segment margin.


internal management research development administrative stock-based compensation amortization intangible assets allocations acquisition restructuring interest non-operating income taxes not attributed three operating segments performance. “Supplemental Disclosure Charges” Note 14 Consolidated Financial Statements reconciliation segment margin income before taxes consolidated statements 2024 2023.


international operations provided significant businesses’ revenues expenses. affected by changes U. S. Dollar against international currencies. currency compare percent change results Annual Report constant currency. current results. converted into. S. Dollars at constant exchange rates. May 31, 2023. entity Euros revenues 1. 0 million Euros products sold May 31, 2024 2023 financial statements reflect revenues $1. 09 million 2024. $1. 08 million 2023. constant currency presentation fiscal 2024 results 2023 exchange rate no change in revenues between periods. tables percent change based results currency constant currency.


Ended May (Dollars millions Revenues Americas,122,030,109 Asia Pacific revenues,961 Operating Expenses,608 Operating Margin,353,093 Margin Revenues Americas EMEA Asia Pacific Revenues Business Cloud license,464 Hardware-6%-7%,274 Services,431-3% Total revenues,961 Revenues Business Cloud license Hardware Services


foreign currency fluctuations revenues increased fiscal 2024 2023 due growth cloud license offset decline hardware services. constant currency revenues increase cloud growth cloud services license support revenues customers purchased applications renewed offset decrease cloud on-premise license revenues. hardware constant currency decrease 2024 due emphasis marketing cloud infrastructure technologies hardware de-emphasis sales marketing


non-strategic hardware support services. currency decrease 2024. Americas EMEA Asia Pacific contributed 64% 22% 14% revenue growth 2024.


foreign currency operating expenses increased fiscal 2024 2023 higher cloud services license support expenses infrastructure investments research development expenses employee expenses acquisition expenses asset impairment litigation charges. increases offset by lower sales marketing expenses employee expenses hardware amortization general administrative expenses restructuring expenses.


total operating margin increased 2024 2023 higher revenues.


supplement consolidated financial information past performance prospects future.


operating results GAAP business adjustments expenses stock-based compensation GAAP net income Ended May millions Amortization intangible Acquisition Restructuring(3) Stock-based compensation operating,382 R&D G&A(4) Income tax,459


amortization intangible assets acquired. May 31, 2024 future amortization 2025 2026 2027 2028 2029 assets net#6,890


expenses personnel costs transitional employees business adjustments measurement period operating items.


expenses 2024 employee severance Oracle Restructuring Plan. 2023 employee severance 2022 Oracle Restructuring Plan. Additional information Expenses Note 8 Consolidated Financial Statements Annual Report.


-based compensation operating expense Ended May Cloud services license support Hardware Services Sales marketing Stock compensation segments Research development General administrative compensation


2024 2023 jurisdictional tax rates stock-based compensation amortization restructuring acquisition deferred tax effects tax benefit realignment legal entity structure. tax rate 19. 2%. 9% 2024 16. 3%. 8% 2023 tax rates consolidated statements operations.


cloud license business sale marketing applications infrastructure technologies Oracle Cloud Services Oracle cloud license on-premise license Oracle license support. cloud services deliver subscription cloud-based deployment models host manage. Revenues recognized over contractual term one to four years consumed. Cloud license on-premise license revenues represent fees licenses perpetual database middleware software cloud recognized software available. License support revenues generated through sale applications infrastructure software license contracts purchased by customers recognized over contractual term one year. direct sales. market through indirect channels. Costs services support expenses sales marketing expenses. personnel infrastructure related salaries commissions force marketing program costs.


Ended May millions Cloud License Revenues Americas,196 EMEA,771 Asia Pacific,497,335 revenues,464 Expenses Cloud services license,222 Sales,167 Total,950,960 Total Margin,126 Margin Revenues Americas EMEA Asia Pacific Revenues Cloud services,774,881 License support,609,426 Cloud on-premise license Total revenues,464 Cloud Services License Support Revenues Ecosystem Applications services license support,172,651 license support revenues,383,307


stock compensation expense allocations. amortization assets GAAP expenses not allocated operating segment results Operating Segment Results.


foreign currency fluctuations cloud license revenues increased fiscal 2024 2023 due growth services customers purchased applications renewed latest support services. growth services revenues offset decrease cloud on-premise license revenues. Americas EMEA Asia Pacific regions contributed 71% 18% 11% revenue growth 2024.


cloud license expenses increased fiscal 2024 2023 higher technology infrastructure expenses. increases offset lower sales marketing expenses employee expenses headcount. cloud services license support expenses grown expect trend 2025 data center capacity establish demand.


currency rate fluctuations cloud margin increased 2024 2023 due revenues. constant currency margin flat 2024.


hardware revenues from sales Oracle Engineered Systems server storage industry-specific hardware offerings. hardware product software interdependent accounted for combined performance obligation. revenues recognized at hardware product delivered ownership transferred. earns revenues from hardware support contracts recognized revenues delivered over contractual term one year. hardware products sold through indirect channels independent distributors value-added resellers direct sales force. Operating expenses include cost of products materials labor warranty expenses inventory valuation products labor infrastructure sales marketing expenses personnel related variable compensation sales force.Ended May millions Hardware Revenues Americas% EMEA-1% Asia Pacific revenues-6%-7%,274 Expenses Hardware-15%% Sales% Total,151%-15%,342 Total Margin-1% Margin Revenues Geography Americas EMEA Asia Pacific


constant currency hardware revenues decreased 2024 2023 due emphasis cloud-based infrastructure strategic hardware non-strategic products reduced sales volumes hardware support contracts. revenue declines Americas EMEA offset increase Asia Pacific 2024.


currency hardware expenses decreased 2024 2023 costs sales marketing expenses revenues.


constant currency hardware margin decreased 2024 2023 lower revenues. currency margin increased 2024 lower expenses.


services maximize investments Oracle consulting advanced services. revenues recognized over time. cost personnel technology infrastructure facilities external contractor expenses. Ended May millions Services Revenues Americas#3,432-7%-8%,703 EMEA,338 Asia Pacific revenues,431-3% Margin%,104 Margin Revenues Geography Americas EMEA Asia Pacific


stock compensation allocations. GAAP expenses not allocated operating segment results CODMs Operating Segment Results.


currency rate fluctuations services revenues decreased 2024 2023 due primary services. decrease Americas offset increases EMEA Asia Pacific.


currency expenses 2024 2023.


currency services margin decreased fiscal 2024 2023 lower revenues.


Research Development Expenses personnel expenditures. invest research essential competitive position. Ended May millions Research development(1)#6,690 Stock-based compensation,225 Total expenses#8,915,623 % Total Revenues


research development expenses 2024 2023 employee expenses stock-based compensation.


Administrative Expenses personnel expenditures IT finance legal human resources. Ended May millions General,181-3% Stock-based compensation Total expenses % Total Revenues


currency expenses decreased 2024 2023 lower fees stock compensation expenses.


Amortization Intangible Assets intangible assets acquired business. amortize estimated useful lives. review impairment. Note 6 Consolidated Financial Statements Annual Report information intangible assets amortization. Ended May millions Developed technology-15% Cloud services license support agreements Cloud on license agreements amortization intangible assets%


Amortization intangible assets decreased 2024 2023 expenses.


Acquisition Related Expenses personnel costs transitional employees business combination adjustments period operating items. Ended May (Dollars millions Transitional employee costs Business combination adjustments net Total related expenses#314


constant acquisition expenses increased 2024 2023 asset impairment litigation offset transitional employee costs business adjustments.


Restructuring Expenses management plans cost structure operations acquisition integration initiatives. employee severance contract termination exit costs. information Note 8 Consolidated Financial Statements Annual Report. Ended May (Dollars millions Restructuring expenses%


expenses 2024 2024 Restructuring Plan. 2023 2022 Restructuring Plan complete. management approved initiated 2024 2022 improve efficiencies. incur additional expenses new plans changes costs.


initiatives 2024 Restructuring Plan developing marketing cloud-based offerings. cost savings offset investments resources geographies development marketing sale delivery cloud including second-generation cloud infrastructure.


Interest Expense Ended May millions Interest expense


Interest 2024 2023.


Non-Operating Expenses interest income foreign currency losses noncontrolling interests profits subsidiaries losses equity investments income expenses unrealized gains losses deferred compensation plan pension income losses. Ended May 31, Change Interest income Foreign currency losses-8%% Noncontrolling interests income Losses equity investments-7%-8% Other income non-operating expenses-80%


non-operating expenses decreased 2024 2023 due higher interest income losses equity foreign currency losses higher income unrealized gains equity securities benefit expenses. offset higher expenses noncontrolling interests.


Provision Income Taxes effective income tax rates income tax jurisdictions. Note 13 Financial Statements differences effective income tax rates. federal statutory tax rates. Future tax rates affected shift earnings higher tax rates changes tax laws adverse rulings tax shortfalls stock compensation. Ended May (Dollars millions) Provision income taxes Effective tax rate. 9%. 8%


income taxes increased 2024 2023 unrecognized tax benefits unfavorable jurisdictional higher income offset benefits stock-based compensation one-time tax revaluation deferred tax assets rate.


May millions Working capital(8,990 Cash equivalents marketable securities,661,187


decrease May 31, 2024 2023 due $10. 0 billion long-term senior notes reclassified liabilities dividends capital expenditures purchases non-marketable investments employee stock programs repurchases common stock. impacts offset assets income 2024. capital impacted future variable.


Cash equivalents marketable securities increase cash securities May 31, 2024 2023 due inflows. offset by capital $3. 5 billion repayment senior notes dividends purchases non investments employee stock repurchases common stock. equivalents impacted.


Ended May millions Net cash operating activities,673,165 investing activities(7,360-80%(36,484 cash financing activities,554


Cash activities largest source collections customers license cloud services agreements. billed advance. generate cash from new licenses hardware services. primary uses employee expenditures material manufacturing costs taxes interest payments leased facilities.


cash increased 2024 2023 higher income offset capital changes.


Cash flows changes acquisitions purchases maturities sales securities capital assets growth cloud license business.


cash investing decreased 2024 2023 acquisitions lower capital expenditures.


borrowings repayments debt stock repurchases dividend payments proceeds stock programs.


$10. 6 billion 2024 $7. 9 billion 2023. increase borrowings senior notes Term Loan Credit Agreement higher repayments higher employee stock programs dividend payments lower maturities lower stock repurchases. borrowed $15. 7 billion Bridge Credit Agreement repaid 2023.


Free cash flow use non-GAAP measures analyze. free cash flow useful comparing performance competitors. non-GAAP cash flow not alternative net income measure liquidity. calculate free cash flow Ended May millions Net cash activities,673,165 Capital expenditures,866(8,695 Free cash flow,807,470 Net income#8,503 Net cash percent net income Free cash flow percent net income


Activities


Term Loan Agreements June 10, 2024 terminated agreement 2023 repaid principal interest. borrowed $5. 6 billion term agreement. unpaid principal balance due payable August 16, 2027 unless termination extended. Note 7 Financial Statements Annual Report borrowings.


Dividends 2024 paid dividends $1. 60 share $4. 4 billion. June quarterly dividend $0. 40 share payable July 25 2024 July 11. Future Board Directors.


Stock Repurchase Program Board approved. May 2024 $7. billion repurchases. repurchased 10. 6 million $1. 2 billion 17. $1. 3 billion 185. million $16. 2 billion 2024 2023 2022. working capital cash debt stock price conditions. repurchases open market Rule 10b5-1 trading plan. accelerated suspended delayed discontinued.


Contractual Obligations largest obligations as May 31, 2024 payments senior notes borrowings periodic interest payments tax payments U. Tax Cuts Jobs Act 2017 lease liabilities lease commitments contractual commitments enforceable legally binding.


May 31, 2024 $11. 0 billion unrecognized income tax benefits interest penalties consolidated balance sheet uncertain settlement release tax authorities liabilities 2025. involved claims legal proceedings uncertain out control. Notes 7 10 13 16 Financial Statements include contractual obligations contingencies.


current cash securities borrowing arrangements working capital expenditures contractual obligations. fund future acquisitions dividend payments repurchases common stock debt cash equivalents borrowings.


stock-based compensation program key attract retain talented employees stockholders.


stock-based awards dilute stockholders compensation. cumulative potential dilution since June 1, 2021 2. 1% per year. calculated average new awards granted forfeited divided outstanding shares. maximum dilution if awards vest exercised. outstanding stock options May 31, 2024 prices lower than market price common stock. stock repurchase program dilutive effect. modify repurchases cash acquisitions dividends indebtedness. May 31, 2024 maximum potential dilution awards 6. 9%.


fiscal 2024 Compensation Committee approved grants employees senior officers RSUs $5 million. Plan Committee allocated 2024 equity budget grant equity limitations Compensation Committee.


Stock awards activity June 1 2021 May 31, 2024 May 31, 2021 granted assumed vested issued exercised Forfeitures cancellations May 31, 2024 granted assumed forfeitures cancellations repurchases Shares May 31, 2024,755-average shares June 1 2021 May 2024,713 awards shares May 2024. 9% Total awards closing price 2024) shares 2024. 9% awards granted assumed forfeitures cancellations repurchases shares 2024. 1% forfeitures cancellations repurchases shares. 6%


accounting pronouncements impact consolidated statements Note 1 Statements Annual Report.


non equity convertible debt $2. $1. billion May 2024 2023.


equity method adjusted to fair value transactions investments issuer impairment. non-marketable equity investments convertible debt privately owned companies fluctuate market price changes. carrying value exceeds fair value. changes depend factors performance companies. impact investment volatility Item 1A Risk Factors Annual Report. details investments Note 1 Consolidated Financial Statements.


Currency international operations provided significant consolidated revenues expenses U. S. Dollars. affected by changes U. Dollar against foreign currencies. Fluctuations currencies impact assets liabilities earnings cash flows foreign subsidiaries. Dollars. strengthening U. Dollar foreign-denominated cash equivalents trade receivables revenues expenses U. Dollars financial statements.


transact business foreign currencies. exposures from intercompany transactions. exposures include Australian Dollar Brazilian Real Euro Indian Rupee Japanese Yen Saudi Riyal. established program foreign currency forward contracts offset risks. enter foreign currency contracts major currencies offset gains. suspend program. contracts short-term trading.


gains losses foreign currency exposures costs included in non-operating expenses consolidated financial statements. ultimate gain loss on cross-currency transactions currency exchange rates net gain other factors. large operations international could additional foreign currency volatility amounts timing unknown. Note 1 Consolidated Financial Statements for details foreign currency contracts.


table hypothetical losses earnings foreign currency holdings income tax changes market rates reporting periods Ended May millions Change Foreign currency risk revenues decrease exchange rates,259 Cash equivalents trade receivables decrease values,592(1,407


response Annual Report. Part IV 15.


Disagreements Financial Disclosure


end Annual Report 10-K Disclosure Committee management Principal Executive Financial Officer disclosure controls procedures Exchange Act Rules 13a-15 15d-15.


evaluation Principal Executive Financial concluded disclosure controls procedures effective as of May 31, 2024 assurance information reports Exchange Act recorded processed summarized reported within SEC rules forms accumulated communicated to management timely decisions disclosure.


management internal control financial reporting Exchange Act Rules 13a-15 15d-15. Principal evaluation control May 31, 2024 Internal Control—Integrated Framework Committee Sponsoring Organizations Treadway 2013. includes policies procedures reliability preparation financial statements external U. S. GAAP.


concluded control effective May 31, 2024. reviewed Finance Audit Committee.


control reporting May 2024 audited Ernst & Young Part IV Item 15 Annual Report.


no changes in control financial reporting Exchange Act Rules 13a-15 or 15d-15 last fiscal quarter.


management Principal Executive Financial Officer believes disclosure controls internal control financial reporting provide assurance objectives. expect prevent errors fraud. control system reasonable not assurance objectives met. design reflect resource constraints benefits relative to costs. limitations control systems no evaluation absolute issues instances fraud detected. limitations include judgments faulty breakdowns occur error mistake. controls circumvented by acts collusion management override. design based assumptions future events no assurance goals future conditions controls inadequate compliance deteriorate. limitations cost-effective control system misstatements due to error fraud may occur not detected.


Instruction G(3) Form 10-K executive officers Part I Annual Report.


information required Item 10 incorporated Proxy Statement filed SEC 2024 Annual Meeting Stockholders.


Item 11 incorporated 2024 Proxy Statement.


Ownership Stockholder Matters


Item 12 incorporated 2024 Proxy Statement.


Item 13 incorporated 2024 Proxy Statement.


Item 14 incorporated 2024 Proxy Statement.


financial statements filed report Reports Independent Accounting Firm ID 42) Consolidated Financial Statements Balance Sheets May 31, 2024 2023 Statements Operations 2024 2023 2022 Income Stockholders’ Equity Cash Flows 2022


schedules omitted information not applicable shown financial statements notes amounts submission.


Item Index Exhibits after 16 Annual.


Stockholders Board Oracle


audited consolidated balance sheets Oracle Corporation May 31, 2024 2023 statements operations income stockholders’ equity cash flows three years notes financial. statements present financial position May 31, 2024 2023 results operations cash flows. S. accounting principles.


audited Public Company Accounting Oversight Board control financial reporting May 31, 2024 Internal Framework report June 20 2024 unqualified opinion.


financial statements responsibility management. opinion audits. public accounting firm registered PCAOB independent U. federal securities laws Securities Exchange Commission PCAOB.


conducted audits standards PCAOB. standards require plan audit assurance financial statements free misstatement. audits included risks misstatement. procedures included examining evidence amounts disclosures statements. accounting principles estimates management overall presentation. audits provide reasonable basis for opinion.


critical audit matter is from current period audit of financial statements communicated to audit committee relates to accounts disclosures material challenging complex judgments. alter our opinion on consolidated financial statements not separate opinion on.


Note 13 financial statements Company recognizes uncertain tax positions measures benefits. uses judgment accounting uncertain tax positions revenue sharing cost reimbursement tax laws legal rulings jurisdictions. Auditing evaluation uncertain tax position complex judgment based tax laws rulings.


addressed matter audit obtained understanding evaluated design tested controls process tax laws legal rulings assumptions estimates measurement positions. performed audit procedures assumptions analysis technical merits. involved tax professionals used knowledge tax laws experience. evaluated disclosures Note 13 consolidated financial statements.


served auditor.


audited Oracle financial reporting May 31, 2024 Internal Framework Sponsoring Organizations Treadway Commission COSO criteria. Oracle Corporation maintained control reporting.


audited Public Company Accounting Oversight balance sheets May 31, 2024 2023 statements income stockholders’ equity cash flows three 2024 report June 20 unqualified opinion.


management responsible internal control financial reporting assessment Report. responsibility opinion control based audit. public accounting firm registered PCAOB independent U. S. federal securities laws rules Securities and Exchange Commission PCAOB.


conducted audit PCAOB. standards require plan assurance internal control financial reporting.


audit included understanding internal control financial reporting risk material weakness testing effectiveness procedures necessary. audit provides basis opinion.


internal control over financial reporting assurance reliability financial reporting preparation financial statements for accounting principles. includes policies procedures maintenance records transactions dispositions assets assurance transactions recorded necessary preparation financial statements receipts expenditures with authorizations management directors assurance prevention of unauthorized acquisition use disposition assets financial statements.


limitations internal control financial reporting prevent misstatements. projections effectiveness future risk controls compliance policies deteriorate.


millions assets Cash equivalents,765 Marketable securities Trade receivables credit losses $485 $428 May 2023 Prepaid expenses assets,019,554,004 Non assets Property plant equipment,536,069 Intangible assets Goodwill,230 Deferred tax assets,273,226 non-current assets,493,987,422,380,384 LIABILITIES liabilities


payable,357 compensation Deferred revenues,313 liabilities,353,544,090 Non-current liabilities


taxes,817,077 Deferred tax,692 non-current,420,193,738 Commitments contingencies Oracle Corporation equity Preferred stock. shares Common stock. 01 11,000 shares outstanding 2,755 2,713 May 2024 2023,764,215 deficit loss equity Noncontrolling interests equity,239 liabilities equity,384


consolidated.


Ended May 31, millions Revenues Cloud services license support,383,307,174 on-premise license Hardware,183 Services,205 Total revenues,440 Operating expenses Cloud services license,213 Sales Research development,219 General administrative Amortization intangible assets,150 Acquisition Restructuring Total operating expenses Operating income,926 Interest expense Non-operating expenses Income before income taxes Provision income taxes Net income,467Earnings per share. 82. 49. 71. 07. 41 average shares,700,786


amortization intangible assets.


Ended May 31, millions Net income,467 income net tax foreign currency translation losses gains defined benefit plans gains cash flow hedges comprehensive income income,557,673,200


Stock Additional Paid Capital Oracle millions share Shares Equity Balances May 31, 2021,120,175,238 Common stock compensation plans stock purchase plans Stock-based compensation Repurchases common stock(1,723(14,477,200 Shares repurchased tax withholdings vesting restricted stock-based awards(1,093 Cash dividends declared$1.28 per share(3,457 Other net comprehensive loss net Net income Balances May 31, 2022#(31,336#(1,692,220,768# Common stock stock-based compensation plans stock purchase plans stock-based compensation plan awards Stock-based compensation Repurchases common stock(166#,120#(1,286 Shares repurchased tax withholdings restricted stock-based awards,203# Cash dividends$1.36 share,668 Other net(98(115 comprehensive income Net income,668 Balances May 31, 2023,713(1,522 Common stock stock compensation plans stock stock purchase plans Stock-based compensation Repurchases common stock(117(1,083#,200 Shares repurchased tax withholdings restricted stock-based awards(2,040# Cash dividends$1.60 share,391# Other net(11#(99(110# Other comprehensive income net Net income Balances May 31, 2024,764##(1,432##9,239#


Ended May 31, millions Cash flows operating activities Net income,467 Adjustments Depreciation Amortization intangible assets,150 Deferred income taxes,139 Stock compensation Other net Changes operating assets liabilities Increase trade receivables Decrease prepaid expenses Decrease accounts payable liabilities income taxes Increase revenues Net cash Cash flows activities Purchases securities,003,181,272 Proceeds sales maturities,151 Acquisitions net cash Capital expenditures,8668,695(4,511 Net cash investing activities(7,360(36,484,220 Cash financing Payments repurchases common stock,202,300(16,248 Proceeds issuances Shares repurchased tax withholdings(2,040,203(1,093 Payments dividends,391,668(3,457 commercial paper(167 Proceeds senior notes Repayments,500(21,050(8,250(55(560 Net cash financing activities,554(29,126 exchange rate equivalents(348 cash equivalents(8,715 end,454,765,383 Non-cash investing activities Unpaid capital expenditures#588 Supplemental schedule cash flow Cash taxes#3,560 interest,655,250,735


Oracle Corporation provides products services enterprise needs infrastructure. deliver products services flexible IT deployment models. models include on-premise cloud-based hybrid deployments. Oracle Cloud Software-as-a-Service Cloud Infrastructure provide comprehensive applications infrastructure services. Customers purchase Oracle software licenses hardware products services cloud on-premise IT environments. software licenses support contracts upgrades maintenance releases technical support. hardware products support contracts updates repairs maintenance technical support. services utilization Oracle applications infrastructure.


incorporated 2005 Delaware successor June 1977.


consolidated financial statements include subsidiaries. Noncontrolling interest positions equity Oracle’s. noncontrolling interests income not significant results included non-operating expenses. Intercompany transactions balances eliminated. financial statements May 31, 2022 impacted by $4. 7 billion litigation charges 2022.


first quarter 2024 Accounting Standards 2020-04 Reference Rate Reform Financial Reporting no impact financial statements year May 31, 2024.


consolidated financial statements prepared United States. accounting principles (GAAP) Financial Accounting Standards (FASB Accounting Standards Codification consider staff accounting bulletins guidance SEC. accounting principles require estimates judgments assumptions. believe reasonable based information available. affect assets liabilities revenues expenses. differences between estimates results statements affected. accounting treatment transaction


GAAP require judgment. areas management’s judgment alternatives different result.


first quarter fiscal 2023 assessment servers increased estimate four five years. May 31, 2022 change decreased operating expenses $434 million.


sources revenues include license revenues services on-premise support perpetual software licenses cloud-premise revenues sale products industry-specific hardware support revenues cloud license hardware-related services consulting advanced customer services.


Cloud services Oracle Cloud Services infrastructure cloud deployment models updates deploy host manage upgrade support subscription agreement.


Cloud on-premise revenues granting perpetual licenses database middleware application industry software products. arrangements include support contracts customer’s option.


License support revenues contracts purchased. contracts provide rights software upgrades maintenance releases patches include internet access technical content telephone access support personnel. priced cloud-premise fees. customers purchase renew contracts annually.


Revenues hardware products Oracle Engineered Systems servers storage industry-specific hardware. hardware support offerings provide software updates repairs maintenance technical support. contracts priced fees.


services offered. consulting deploy architect integrate upgrade secure investments Oracle applications infrastructure. advanced services supplemental support performance higher availability Oracle products.


apply ASC 606 Revenue Contracts standard revenue recognition cloud license hardware services arrangements require revenues recognized transfer control promised goods services customers consideration. revenues recognized steps contract customer performance obligations transaction price price obligation •recognition revenues contractual obligations satisfied.


customers cloud software agencies educational institutions channel partners resellers system integrators.


revenue recognition from invoicing. record unbilled receivable invoicing. deferred revenues cash collection. payment terms 30 days vary. Invoices for cloud on-premise licenses hardware products issued delivery. license hardware contracts invoiced annually. Cloud SaaS infrastructure contracts invoiced annually quarterly monthly. Services invoiced advance performed. financing financed through Oracle financing division. transaction price adjusted time value interest revenue recorded non-operating expenses market rates.


revenue arrangements include standard warranty service level provisions financial impacts insignificant. include right of return products. recognize revenues net taxes remitted to authorities.


Revenues cloud services subscription recognized over contractual period date available. customer receives consumes benefits contract period. Revenues cloud services consumption metered services recognized utilization customer.


Oracle’s obligations technical support software upgrades maintenance releases patches support period hardware repairs. obligated to make services available continuously contract period. revenues for recognized over contractual periods.


Revenues from cloud on-premise obligations recognized software available. Revenues usage-based royalty arrangements recognized software user usage. royalty arrangements fixed minimum guarantee recognized software available.


hardware product software interdependent accounted combined performance obligation. revenues recognized hardware product delivered ownership transferred customer.


Services revenues recognized performed. fixed price recognized progress. consumption-based services recognized performed.


Transaction Price Obligations


contracts include multiple performance obligations. Judgment. Oracle products services require integration not combined. allocate transaction price to obligation based on selling price.


use judgment SSP products services. obligations except cloud on-premise licenses establish SSP prices sold comparable. establish SSP range reassessed periodic change. cloud on-premise licenses not sold standalone majority customers purchase support contracts. priced percentage net fees. unable establish SSP observable prices products sold selling price variable representative SSP not discernible past transactions evidence. SSP cloud on-premise license contract multiple performance obligations determined residual approach performance obligations allocated transaction price SSPs residual allocated revenues.


Trade receivables credit deferred revenues balance sheets May 31, 2024 2023. revenues deferred $9. 0 billion $8. 3 billion. Revenues obligations impairment losses immaterial 2024 2023 2022.


performance obligations represent contracted revenues recognized deferred invoices uncollected amounts future. contracts revenues impacted by seasonal factors. revenues highest fourth lowest first quarter. impacts influence obligations foreign exchange rate fluctuations. May 31, 2024 remaining obligations $97. 9 billion recognize 39% revenues next twelve months 36% 13 to 36 19% 37 to 60 remainder thereafter.


offer customers acquire cloud hardware long-term contracts. sell contracts within 90 days execution. record transfers sales receivables control. 2024 2023 2022 $1. 4 billion $2. 0 billion $1. 8 billion receivables sold.


apply ASC 805 Business Combinations acquisitions. ASC 805 requires transaction assets business. business defined integrated assets activities return investors. Asset acquisitions cost assets liabilities acquisition business separately goodwill assets acquired liabilities assumed fair values. Goodwill measured excess consideration transferred over fair values liabilities. use estimates value assets liabilities estimates uncertain subject refinement. measurement period one year record adjustments assets acquired liabilities assumed offset goodwill. conclusion determination subsequent adjustments recorded consolidated statements operations. Costs exit restructure activities acquired company operations accounted termination exit costs ASC 420 separately business combination. liability costs exit disposal recognized measured fair value in consolidated statement operations.


business acquisition identify pre-acquisition contingencies date extend review evaluation measurement period obtain information assess fair value estimates assets liabilities assumed determine estimated amounts. If determine fair value non-income tax pre-acquisition contingency end measurement period recognize asset liability if probable asset existed liability incurred acquisition date amount reasonably estimated. changes estimates affect earnings results operations financial position.


uncertain tax positions valuation allowances in business combination estimated acquisition date. reevaluate quarterly facts adjustments recorded to goodwill if identified measurement period. changes to tax positions affect provision for income taxes consolidated statement results financial position.


ASC 320 Investments—Debt Securities classify marketable debt securities available-for-sale. carry fair value report unrealized gains losses stockholders’ equity credit losses non-operating expenses consolidated statements. evaluate investments impairment charges. investments classified current availability operations.


Investments in equity securities recorded at fair values. Non-marketable equity securities control recorded at cost less impairment adjusted for price changes from transactions gains or losses recorded non expenses. equity investments account equity method accounting record share investee’s earnings losses amortization of differences between investment basis equity assets impairment non-operating expenses.


non recorded interest adjusted credit losses.


investments debt $207 $422 million May 2024 2023 balance sheets.


non-marketable debt equity securities totaled $2. 0 billion $1. 6 billion May 31, 2024 2023 included balance sheets subject impairment reviews. majority investments Ampere Computing Holdings ownership 29%. follow equity accounting loss recorded non-operating expenses statements.


debt investments Ampere mature June 2026 convertible equity securities. fiscal year May 2024 invested $600 million convertible debt instruments Ampere. $1. 5 billion $1. 2 billion May 31, 2024 2023. counterparty put call options $400 million to $1. 5 billion acquire equity interests Ampere January 2027. obtain control Ampere consolidate. net losses.


apply ASC 820 Fair Value Measurement assets liabilities debt equity securities derivative instruments.


disclosures value Note 4.


record allowances credit losses invoices. provisions differing rates age collection history region economic conditions. write-off receivable charge against allowance collection efforts success.


Financial instruments credit risk cash equivalents securities derivatives trade receivables non-marketable investments. cash equivalents held with institutions exposure. policies limit debt investment-grade. derivative contracts with high credit exposure losses mitigated with collateral security agreements. collateral accounts receivable. risk trade receivables mitigated by credit evaluations short duration payment terms diversification base. No customer 10% revenues in 2024 2023 2022. Non.


outsource manufacturing assembly delivery majority hardware products cloud services companies many outside U. S. simplified supply chain reducing third-party manufacturing partners locations. inability deliver services impact future results cloud hardware businesses.


Inventories lower cost. evaluate inventories excess obsolescence. sales projections


demand. Inventories charged hardware expenses. impact technology write inventories obsolete. loss new lower-cost basis changes restoration. Inventories prepaid expenses assets consolidated balance sheets $334 million $298 million May 31, 2024 2023.


receivables value-added sales. prepaid expenses assets balance $821 million $798 million May 31, 2024 2023.


defer sales commissions incremental recoverable costs cloud license hardware contract. Initial sales commissions contracts deferred amortized four years. historical durations contracts lives technologies factors. Sales commissions renewal contracts cloud deferred amortized renewal period one to three years. Amortization deferred commissions sales marketing expenses consolidated statements balances commissions non-current.


Property plant equipment stated at cost less depreciation. Depreciation computed estimated lives one to 40 years. Leasehold improvements amortized estimated lives. reviewed for impairment. impairment charges 2024 2023 2022.


Goodwill excess purchase price over value assets acquired. Intangible assets indefinite useful life itemized Note 6 amortized over useful lives one to 10 years. annually assess useful lives assets adjust shorter cash.


goodwill intangible assets reviewed for impairment annually. goodwill assessed impairment option qualitative factors impairment quantitative impairment test. factors include cost financial performance legal regulatory contractual political business entity specific industry market macroeconomic conditions events. fair value less than carrying value quantitative test performed. no further testing


. reporting units compare fair value with carrying amount including goodwill. estimates judgments assumptions future cash flows discount rate future market conditions comparables peer. If estimated fair value less than carrying impairment recognized limited goodwill. recent goodwill impairment analysis March 1, 2024 impairment charge. impairment charges 2023 2022.


Recoverability finite assets measured carrying amount future cash flows lowest asset grouping. indefinite carrying amount fair value. impaired impairment difference carrying value fair value. asset impairment charges 2024 2023 2022.


fiscal 2024 2023 2022 used derivative instruments foreign currency interest rate risks. trading. account ASC 815 Derivatives Hedging derivative instrument liability fair value date. changes values earnings unless hedge accounting documentation criteria.


accounting for changes fair value derivative depends on use designation. fair value hedge loss gain recognized in earnings offset recorded to item risk. cash flow hedge change in fair value to loss balance sheets change reclassified to earnings.


apply provisions ASC 842 leases. determine lease inception. lease liabilities recognized commencement present value payments. use incremental borrowing rate future payments. Right-of-Use) assets liabilities measured inception liability prepaid lease payments lease incentives. lease terms include options extend terminate. amortize ROU assets lease expense term classify amortization imputed interest expenses. lease agreements non-lease components account single lease component. recognize assets liabilities original term less one year. Abandoned leases ROU impairment charges ASC 842.


ROU assets leases non-current short-term long-term consolidated balance sheets. Cash flow lease prepaid expenses assets accounts payable liabilities net cash


consolidated cash May 2024 2023. Note 10 leases.


involved in claims legal proceedings. Quarterly review status assess potential financial exposure. accounting policies contingencies Combinations”. contingencies not accrue liability estimated loss probable estimated. Note 16 information legal contingencies.


transact business foreign currencies. currency foreign operation local. revenues expenses outside. translated. Dollars assets liabilities. translated. Dollars balance. foreign currency translation adjustments stockholders’ equity line item income. Net foreign exchange transaction losses $228 million $249 million $199 million 2024 2023 2022.


account share-based payments employees service-based stock awards stock options performance stock options purchases stock plans ASC 718 payments consolidated statements. account forfeitures awards.


-based stock awards recognize compensation expense four years.


PSOs recognize stock-based compensation expense straight-line tranches probable achievement estimated implicit service period performance-metric derived service period market-based. interim annual reporting stock compensation expense recorded expected performance targets. Changes estimates shares vest implicit service periods cause stock compensation expense vary. changes reflected compensation expense PSO tranche. Changes estimates implicit service periods recognized prospectively.


record deferred tax assets stock compensation awards deductions income tax returns compensation fair values vested stock statutory tax rates jurisdictions. impacts tax deductions awards recognized reporting period award vests stock option deferred tax asset recorded detriment/benefit provision


. 12 stock compensation plans expenses.


Research development costs expensed ASC 730. Software ASC 985-20 ASC 350-40-Use material financial statements 2024 2023 2022.


Acquisition expenses personnel costs business combination adjustments operating items. fiscal 2022 litigation charges. Ended May 31, millions Transitional employee costs#19#77 Business adjustments####4,694 expenses#314#190#4,713


Non-operating expenses interest income foreign currency losses noncontrolling interests profits subsidiaries Oracle Financial losses equity investments income expenses unrealized gains losses deferred compensation plan pension income losses. Ended May 31, Interest income Foreign currency losses Noncontrolling interests income Losses equity investments Other income non-operating expenses


account income taxes ASC 740. Deferred taxes recorded differences tax assets liabilities. record valuation allowance reduce deferred tax assets future tax benefit.


two-step approach ASC 740 uncertain tax positions tax return. first step evidence tax position sustained audit appeals. second step measure tax benefit largest amount


50% settlement. recognize interest penalties uncertain tax positions statements.


accounting policies tax contingencies valuation allowances business combination.


November 2023 FASB issued ASU 2023-07 Improvements Disclosures enhances disclosures segments interim financial statements. effective annual 2025 interim 2026. Early adoption permitted. evaluating impact financial statements.


Taxes December 2023 FASB issued ASU 2023-09 Disclosures enhances disclosures financial statements. effective 2026. early adoption retrospective application permitted. evaluating impact financial statements.


June 8 2022 acquisition Cerner Corporation digital information systems hospitals healthcare.


purchase Cerner $28. 2 billion. cash $55 million awards options. $18. 6 billion goodwill $12. billion assets $2. 4 billion liabilities. not deductible.


2024 2023 2022 acquired companies purchased technology products. significant consolidated financial statements.


Cash equivalents deposits banks funds securities 90 days. Marketable securities deposits equity securities 90.


amortized cash securities values May 31, 2024 2023. specific identification method gains losses securities.


2024 2023 2022. table summarizes cash equivalents marketable securities available-sale millions market funds deposits investments,930,162 cash equivalents,723 marketable securities


May 31, 2024 2023 debt investments mature year. market risk interest rates. limit purchases investment high credit ratings credit exposure issuer. averse principal loss default market risk.


cash balance sheets May 31, 2024 2023 statements May 2024 2023 2022 immaterial.


perform fair value measurements ASC 820. defines fair value price selling asset transfer liability transaction market participants. fair value measurements liabilities consider principal market assumptions risk transfer restrictions risk nonperformance.


ASC 820 establishes fair value hierarchy maximize observable minimize unobservable inputs. asset’s liability’s categorization based lowest level input significant. three levels inputs value •Level 1: quoted prices in active markets identical assets 2: inputs other than Level 1 observable •Level 3: unobservable inputs supported by little or no market activity significant to fair values.


Liabilities Measured Recurring


assets liabilities measured fair value 1 2 defined 31, 2024 31, 2023 Value Measurements Types millions 2 Assets Money market funds Time deposits Derivative financial instruments Total assets#2,668#3,109,264 Liabilities Derivative financial instruments


valuation techniques instruments Level 1 from market prices active markets. Level 2 instruments non-binding market consensus prices market data quoted market prices pricing models discounted cash flow inputs data reference rate yield curves.


prices $86. 5 billion $89. 9 billion senior notes borrowings hedges May 31, 2024 2023 estimated values $77. 2 billion $79. 9 billion.


Property plant equipment millions Computer network machinery equipment years,258 Buildings improvements years Furniture fixtures years Land Construction,846 Total property plant equipment years,674 Accumulated,282,605 Total property plant equipment,069


computer equipment deployed data centers.


changes intangible assets 2024 net book value May 31, 2024 2023 Assets Amortization Average millions 31, 2023 Life(1) Developed technology,300,235,407,959 Cloud services license support agreements relationships,456(996,460,579(1,026,609,877######2,851. Cloud license on-premise license agreements relationships,688(125####2,563(697(467(1,039.(1,506(841,294.intangible assets net#20,026,298,791,189,010#1,298(11,901#6,890


weighted lives assets 2024.


May 31, 2024 expenses intangible assets 2025 2026 2027 2028 2029 intangible assets


changes goodwill not deductible tax 2024 2023 millions Goodwill net Balances May 31, 2022,367,811,618 Goodwill adjustments(81 Balances May 31, 2023,732,261 Goodwill adjustments Balances May 31, 2024,072,732,426,230


include changes goodwill balances foreign translations adjustments.


millions Issuance Interest notes $1,000. 625% July 2023. 73% $2,500. 40% September 2023 2016.,500. 44% $2,000. 40% July 2024 2014. 95% November 2024 2017.,500. 50% April 2025. 54%. 95% May 2025. 125% July. $1,000. 80% November 2025.,750. 65% March 2026. $3,000. 65% July 2016.,250. 80% April 2027.,750. 25% November 2027 2017.,750. 29% $2,000. 30% March 2028. $750 4. 50%. 60%,250. 15% November 2029.,250 2. 95% April 2030. $750. 65% May 2030. $500 3. 25%.,250 2. 875% March 2031.,250 6. 25% November 2032. 32%,500. 90% February 2033.,750. 30% July 2034.,250 3. 90% May 2035.,250 3. 85% July 2036.,750. November 2037.,250. 50% April 2038..,250. 125% July 2039 2009. $3,000 3. 60% April 2040. 64%,250. 375% July. 65% March 2041 2021. $1,000 4. 50% July 2044 2014. $2,000. 125% May 2045 2015. $3,000. July 2046 2016. $2,250 4. November 2047.,500. 60% April 2050.,250. 95% March 2051 2021. November 2052 2022. 55% February 2053. 375% May 2055. $3,500.85% April 2060,500. 10% March 2061. Term loan credit agreement borrowings $790 SOFR. 70% August. 68% $170 SOFR. 70% 2025. $3,570 SOFR. 70% August. 68% $1,100 SOFR. 70%. Commercial paper. 89% August 2025. senior notes borrowings,202,856 Unamortized discount Hedge accounting value notes borrowings,869


July 2013, issued €750 million. 125% notes July 2025. costs calculated rates May 31, 2024 2023. New York Stock Exchange.


2018 cross-currency interest swap agreements Euro debt variable. Dollar $871 million LIBOR. effective interest rates May 2024 2023 8. 76%. 36% July 2025. accounting fair value hedges.


2023 interest rate swap agreements floating fixed 3. 07%, margin credit rating-term unsecured debt. interest rates 4. 74% 2024 2023. Note 1 accounting cash flow hedges.


principal payments-currency July 2025 Notes borrowings May 31, 2024 2025,612 2026,016 2027 2028,145 2029,750,266


Interest payable semi-annually senior notes except Euro Notes. redeem senior notes maturity restrictions make-whole premium.


senior notes commercial paper program indebtedness Oracle Corporation Revolving Credit Agreement Term Loan Credit Agreement. liabilities subsidiaries senior Commercial Paper Notes Term Loan Credit Agreement Revolving Credit Agreement. debt covenants May 31, 2024.


June 8, 2022 borrowed $15. 7 billion delayed March 2022 Cerner. net cash proceeds debt equity issuances mandatory prepayments. Interest based Term Secured Overnight Financing Rate margin 100. 137. 5 unsecured Base Rate formula margin. 37. 5 points. interest rate fiscal 2023 3. 57%. repaid borrowed 2023.


Revolving Credit Agreement provides unsecured $6. 0 billion five-year revolving credit facility working capital corporate purposes. conditions borrow prepay reborrow. borrowed due March 8, 2027 unless terminated earlier lenders. Interest based Term SOFR-based formula margin 87. 5 points to 150. points credit rating Base Rate formula margin 0. to 50. points credit rating


Revolving Credit. May 2024 2023 borrowing.


fiscal 2023 term loan credit agreement commitment $5. 6 billion borrowed $4. 7 billion 1 $960 million 2. request additional commitments $6. 0 billion Incremental Borrowing. use proceeds Borrowing working capital corporate purposes.


Term Loan Credit Agreement repayment equal borrowed reduced prepayments. 25% September 30, 2024 quarterly until June 30, 2026. 50% September 30 2026 until June 30 2027 unpaid Loan 1 payable August 16, 2027 2 payable August 16, 2025 extension unless loans prepaid earlier accelerated default.


termination date Term Loan 2 Facility extended 2 years. Loan extended 2 years.


Interest based Term SOFR formula margin 147. 197. credit rating unsecured debt Base Rate formula margin 47. 97. Term Loan Credit Agreement.


covenants Term Loan Agreement May.


June 10, 2024 terminated Term Loan Credit Agreement repaid principal interest accrued. borrowed maximum $5. 6 billion agreement 2) same date. terms Agreement 2 similar interest consolidation facilities options extend. Interest based Term SOFR-based formula margin 112. 5 to 162. 5 points credit rating Base Rate formula margin 12. 5 to 62. 5 points credit rating Agreement 2.


Term Loan Agreement 2 repayment borrowed prepayments. 25% September 30 2024 June 30 2026. 50% September 2026 June 30 2027


remaining unpaid principal balance Term Loan Credit Agreement 2 due payable August 16 2027 unless loans prepaid accelerated default.


termination Term Loan Credit Agreement extended option 2 years. each lender’s option 2 years.


$6. billion commercial paper program issue sell unsecured private placement exemption registration dealer agreements banks Deutsche Bank.


May 31, 2024 2023 $401 million $563 million Commercial Paper Notes. August 2024. proceeds purposes.


fiscal 2024 management approved initiated plans restructure improve efficiencies acquisitions activities Restructuring Plan. estimated restructuring costs $635 million recorded expense statements. recorded $432 million restructuring expenses fiscal 2024. changes reflected future results.


fiscal 2022 management approved initiated plans restructure improve efficiencies acquisitions activities Restructuring Plan. 2023 supplemented Restructuring Plan actions. Restructuring costs recorded statements. recorded $493 million $223 million 2023 2022. total costs


2022 Plan $716 million. complete May 31,.


Ended May 31, 2024 Costs Expected millions 31, 2023(2) Costs(3). Cost(4) 31, 2024(2) Date Costs Fiscal 2024 Oracle Restructuring Plan(1) Cloud license Hardware Services Total Fiscal 2024 Oracle Restructuring Plan#447#432 restructuring plans(6)#199 Total restructuring plans#447#236


Ended May 31, 2023 millions 31, 2022 Costs(3). Cost(4) 31, Fiscal 2022 Oracle Restructuring Plan(1) Cloud license#288 Hardware Services####162 Fiscal 2022 Oracle Restructuring Plan$#496#157 restructuring plans(6)#71#42 Total restructuring plans#497


Ended May 31, 2022 millions 31, 2021 Costs(3). Cost(4) 31, 2022 Fiscal 2022 Oracle Restructuring Plan(1) Cloud license Hardware Services Other Total Fiscal 2022 Oracle Restructuring Plan#222 restructuring plans(6)#225#71 Total restructuring plans


costs operating segments related employee severance costs. Other not costs.


May 2024 2023 restructuring liabilities balance sheets.


recorded restructuring plans.


plan adjustments estimates costs recorded operating expenses.


non-cash adjustments.


restructuring plans included information Oracle acquisitions continued cash outlays settle obligations periodic impact consolidated statements not significant.


Deferred revenues 31, millions Cloud services license support,203 Hardware Services Cloud on-premise license current non-current revenues,546


Deferred cloud services license hardware represent payments contracts revenues recognized based usage. include prepayments recognized performed. cloud license on-premise license revenues from payments undelivered products services enhancements.


leases data centers facilities. May 31, 2024 remaining fifteen years options extend terminate.


lease expenses $1. 2 billion $9 million 2024 $873 million $11 2023. May 31, 2024 $7. 3 billion $1. 3 billion $6. 3 billion. $4. 2 billion obligations. Cash $1. 2 billion $894 million 2024 2023. lease term nine years discount rate 5. 1%. $22. 9 billion additional lease commitments data centers 2025 2027 nine fifteen years balance sheet.


operating lease liabilities May 31, 2024 2025,313 2026 2027,128 2028 2029,861 lease payments interest lease liability


2024 $9. 3 billion data centers 2025 2026 fourteen fifteen years.


ordinary unconditional purchase obligations suppliers agreements enforceable legally binding specify terms quantities price provisions timing payment. routine arrangements not included amounts secure pricing terms difficult quantify less than one year.


May 31, 2024 purchase obligations 2025 2026 2027 2028 2029#1,587


Note 7 May 31, 2024 senior notes borrowings instruments risks exposures.


cloud license hardware sales agreements include provisions intellectual property rights. incurred costs liabilities consolidated financial statements. sales agreements include confidentiality service level requirements. determine maximum potential amount limited history prior indemnification unique facts circumstances.


Oracle Cloud Services agreements include warranty performed during period. license hardware agreements include warranty products operate one year after delivery. warrant services industry standards 90 days from.


Board approved common stock. 2024 $7. billion. repurchased 10. million $1. billion 17. $1. billion 185. $16. billion 2024 2023 2022.


stock repurchase authorization expiration working capital cash debt repayment obligations stock price conditions. repurchases open market purchases Rule 10b5-1 trading plan. accelerated suspended delayed discontinued.


2024 2023 2022 Directors declared dividends. 36. 28 common stock.


June 2024 Board declared quarterly dividend $0. 40 common stock. payable July 25 stockholders July 11 2024. Future Board Directors.


table summarizes AOCL taxes millions Foreign currency translation losses(1,703,686 Unrealized gains marketable securities defined benefit plans cash flow hedges loss(1,432


2021 adopted 2020 Equity Incentive Plan 2000 Long-Term Equity Incentive Plan long-term performance awards restricted stock awards non-qualified incentive options stock purchase appreciation rights employees officers directors. 2022 2024 stockholders approved Amended 2020 Equity Incentive Plan increased authorized shares 300 million 350 million. 457 million shares stock available future awards May 31, 2024. full value award 2. 5 shares deducted.


May 31, 2024 134 million unvested RSUs 38 million PSOs 11 million vested 13 million shares stock. purchase appreciation.


vesting schedule Compensation Committee. RSUs vesting 25% annually four years. granted 2000 Plan market value 25% annually expire 10 years.


PSOs granted 2000 Plan Chief Executive Technology Officer 2018 seven vesting tranches. One tranche market-based metric achieved vested 2022. six tranches performance market capitalization metric by May 31, 2022 extended May 2025. six market capitalization goals achieved. One performance goal 2023 first six tranches vested 2024. One performance goal achieved 2024 second not vested May 31, 2024. goals achieved before May 31, 2025 additional tranches may vest employment service. Stock-based compensation expense recognized. compensation vesting tranche


reversed cumulative recognized determination. estimated service periods tranches May 31, 2024 one year.


acquisitions assumed stock awards options plans substituted similar. retained rights terms conditions plans. May 31, 2024 520,000 unvested RSUs stock options 257,000 shares common stock vested under stock plans assumed.


1993 Directors’ Stock Plan RSUs stock awards options non-employee directors. amended restated. 10 million shares common stock reserved issuance 2013 2 million. RSUs one-year anniversary. 2016, amended Compensation Committee grants non-employee grants chairing Board committees. 2020 Committee reduced annual RSU grants $350,000 eliminated equity grants chairing Board committees. May 31, 2024 36,000 unvested RSUs stock options 92,000 shares common stock. 1 million shares available for future stock awards.


table stock activity Oracle three years 2024 Awards Shares Balance May 2021. 87. 07 Vested issued. Canceled. May 2022. 34. 67. 02 Vested issued. 97 Canceled. 25 Balance May 2023. 09. 26 Vested issued. 97 Canceled. 52 Balance May 2024.


awards 2024 2023 $3. 5 billion $2. 9 billion $1. billion. May 2024 compensation expense $8. 6 billion. years.


table summarizes stock option activity awards three years May 31, 2024 price Stock Option Price Balance May 31, 2021. 14 Granted assumed. May 2022. 70. May 2023. 42 Granted assumed. 91. 84 Balance May 31, 2024.


Stock options expected May 31, 2024 Stock Options millions-Average Exercise Price Contract Term Intrinsic millions Vested.#1,691 Expected. Total. 73,365


value calculated closing stock price 2024 $117. 19 exercise prices options tax.


unrecognized compensation expense shares May 2024 $76 million. 96 years. 16 million shares not expected vest.


estimated restricted stock awards service vesting market values discounted dividends.


Stock-based compensation consolidated Ended May 31, millions Cloud services license support Hardware Services Sales marketing Research development General administrative stock-based compensation Estimated income tax benefit stock-based compensation net tax benefit#3,061,745


Tax Benefits Options Awards


cash stock $545 million $1. billion $319 million 2024 2023. awards $7. 4 billion $5. 1 billion $3. 7 billion. tax benefits $1. 7 billion $1. 2 billion $843 million.


Employee Stock Purchase Plan 95% market Oracle stock semi-annual option. 2024 35 million shares reserved future. issued 2 million shares 2024 2023 2022.


contribution plans. employees $468 $470 $412 million 2024 2023 2022.


. employees Oracle Corporation 401(k) Savings Investment Plan. contribute 40% compensation-pay-period 401 Plan 402(g. Internal Revenue Service. contributions 50% 6% compensation. contributions $200 million $198 million $164 million 2024 2023 2022.


non-qualified deferred compensation plans compensation until retirement. Deferred plan assets liabilities $988 million $792 million May 31, 2024 2023 consolidated balance sheets.


sponsor defined benefit pension plans foreign subsidiaries. assumed required. deposit funds insurance trustees government accounts. expenses $71 million $78 million $67 million 2024 2023 2022. net liability May 31, 2024 $997 million $313 million May 2023 $939 million $322 million.


tax rates income losses jurisdictions. 2024 2023 2022 due foreign operations state taxes. research development tax credit settlements stock-based compensation Foreign Derived Intangible Income deduction Global Intangible Low-Taxed Income.


geographical breakdown income before taxes Ended May millions Domestic Foreign,278 Income before taxes,741,126


income taxes Ended May 31, millions Current provision Federal State Foreign,183 provision,790 Deferred benefit Federal,020,193,661 State Foreign Total deferred benefit,139,167,146 Total provision income taxes#932 Effective income tax rate. 2%


income taxes federal rate Ended May 31,. federal statutory tax rate. Tax provision statutory rate,466 Foreign earnings. rates State tax expense federal benefit Settlements releases judicial decisions expirations Tax contingency interest Domestic tax contingency Federal research development credit Stock-based compensation one tax attribute provision income taxes


deferred tax assets liabilities Deferred tax assets Accruals allowances Employee compensation benefits revenue Lease liabilities property plant equipment intangible assets,315 Capitalized research development Tax credit loss Total deferred tax assets,977 Valuation allowance,898,672,037 Deferred tax liabilities Unrealized gain stock Acquired intangible assets deferred assets Withholding taxes foreign earnings Total deferred tax liabilities Net tax assets Non-current deferred,692#6,454


provide U. income taxes undistributed earnings differences foreign subsidiaries unless indefinitely reinvested. May 31, 2024 differences. approximately $11. 0 billion. recognized taxable generate foreign tax credits reduce tax liability. May 31, 2024 net deferred tax liability approximately $2. 0 billion.


net deferred tax assets $8. 6 billion $6. 5 billion as May 31, 2024 2023. likely. Realization taxable income reversal temporary differences operating loss tax credit carryforwards. subject adjustment income change.


valuation allowance $1. 9 billion May 31, 2024 2023. majority tax assets purchase accounting tax credits. reduction recognition tax benefits recorded income taxes final determination measurement period.


May 31, 2024 federal loss carryforwards $322 million. $255 million expire 2025 2038. $67 million expiration. state net operating loss carryforwards $2. 1 billion. expire 2025 2044. $49 million. foreign net operating loss carryforwards $1. 9 billion limitations. $1. 9 billion. $68 million expire 2025 2044. federal capital loss carryforwards $145 million expire 2026 2027. state capital loss carryforwards $318 million expire 2026 2037. foreign capital loss carryforwards $187 million. tax credit carryforwards $1. 4 billion limitations. $956 million expiration. $478 million expire 2025 2044.


taxes consolidated $2. 9 billion May 2024 2023.


classify unrecognized tax benefits current income taxes consolidated balance sheets. changes including Ended May 31, millions Gross tax benefits June 1,284 Increases Decreases Increases positions current fiscal year Settlements tax authorities Lapses statutes of limitation Cumulative translation adjustments(139 Total gross tax benefits May 31,284


May 2024 $4. 2 $3. 3 billion unrecognized tax benefits tax rate. recognized penalties tax $199 million $111 $93 million 2024. Interest penalties $1. billion. 7 billion.


U. federal state authorities examining returns Oracle entities 2022. transfer pricing domestic production activity one-time transition tax foreign tax credits research development credits state economic nexus. May 31, 2024 unrecognized tax benefits decrease 12 $568 million ($454 million tax. federal income tax returns examined 2013 no subject audit. state income tax returns examined 2010, no subject audit.


tax authorities non-U. returns Oracle acquired entities 2023. tax years


controversy resolution processes transfer pricing withholding tax. decreases increases unrecognized tax benefits 12 months. May 31, 2024 unrecognized tax benefits decrease 12 months $847 million ($302 million offsetting. May 31, 2024 tax benefits increase $619 million ($107 million offsetting. tax benefits. no subject tax examinations non-U. S. jurisdictions 2001.


under audit by IRS domestic tax authorities indirect tax involved in challenges litigation countries Australia Brazil Canada Egypt Germany India Indonesia Israel Italy Pakistan Saudi Arabia South Korea Spain amounts controversy significant. reserved potential adjustments income indirect taxes from agreements tax authorities judicial proceedings on results. If payment unnecessary reversal liabilities recognition benefits. estimates less than ultimate assessment further charge expense.


provided GAAP tax audits. no assurances outcomes financial statement effect.


ASC 280 Segment Reporting standards operating segments. components enterprise financial information evaluated chief operating decision performance. Chief Executive Officer Chief Technology Officer. organized line business geographically. evaluate line business management structure primary basis allocation financial results. tabular information presents financial information performance resources.


three license hardware single segment. market sell globally agencies educational institutions resellers worldwide sales force combinations needs.


cloud license business sale marketing delivery enterprise applications infrastructure technologies cloud on-premise deployment models cloud services license support. services support revenues contracted directly billed delivered over time recognition renewed. contracts provide access latest updates technical support. on-premise revenues represent fees granting licenses perpetual database middleware applications software products cloud on-premise environments. recognize revenues software available immediate signature license


contract. cloud activities highest fourth quarter cash flows highest following quarter. first quarter next payments contracts.


hardware business provides Oracle Engineered Systems servers storage hardware operating systems virtualization management software environments. support software updates repairs maintenance technical support contractual term.


services customers partners Oracle infrastructure technologies.


track assets business. practical show.


table presents results three businesses fiscal 2024 2023 2022 Ended May millions Cloud license Revenues,464 Cloud services license expenses,222 Sales marketing expenses,167,054,126,083 Hardware Revenues,274,183 Hardware expenses Sales marketing expenses Services Revenues,431,205 Services expenses,104 Totals Revenues,961,440 Expenses,792,345,162


margins reflect direct costs business include research development general administrative expenses. reflect amortization acquisition restructuring stock compensation interest non-operating expenses. reconciliation margin income before taxes consolidated statements.


table reconciles margin operating segments taxes Ended May millions margin segments,345,162 Research development(8,915,623,219 General administrative,548,317 Amortization intangible assets,010,150 Acquisition Restructuring Stock compensation segments,382,201(735 Expense allocations Interest expense,755 Non-operating expenses Income before taxes,741,126


considered information reviewed CODMs financial performance financial statements earnings releases investor presentations disaggregate revenues economic factors. principal category products services consolidated statements operations.


table revenues region Ended May 31, millions Americas,122,679,030,109 Asia Pacific revenues,961,440


table cloud services license support revenues Ended May services,774,881,809 License support,609,426 revenues,383,307,174


table cloud services license support revenues infrastructure Ended May millions Applications license support,172,651,612 Infrastructure license,656 revenues,383,307,174


table geographic information country three percent revenues fiscal 2024 2023 2022 Year Ended May 31, millions-Lived Assets(1) U. S.,055,798,322,246,300 United Kingdom,164 Germany,192 Japan,144 Other countries,626,213######3,438 Total,961,260,440,144


-lived assets exclude goodwill intangible non investments deferred taxes.


earnings per share net income-average shares. Diluted earnings income dilutive effect restricted stock awards options shares Purchase Plan. table basic diluted earnings per share Ended May 31, Net income,467 shares outstanding,744,700 Dilutive effect employee stock plans Dilutive,766,786 Basic earnings per share. Diluted earnings share. anti-dilutive restricted stock awards options excluded


weighted shares anti-dilutive awards treasury stock contingently issuable. dilutive. Note 12 prices stock options.


May 3 July 18 2017 stockholders filed lawsuits Delaware. court consolidated July 18, 2017 operative. lawsuit former Board Oracle defendant. breached Oracle NetSuite. excessive price. declaratory relief damages attorneys’ fees costs. defendants filed motion dismiss denied March 19, 2018.


May 4, 2018 Board established Special Litigation Committee derivative action. Three directors served SLC. August 15, 2019 SLC filed letter plaintiff litigation Oracle. withdrew authority maintained discovery requests.


plaintiff July 18 2017. amended complaints December 11, 2020. final complaint breach fiduciary duty Chief Executive Officer Technology Officer estate Mark Hurd October 2019 two Board Directors. Oracle nominal defendant. December 11 Mark Hurd dismiss. 2021 court granted denied August 9, 2021. December 28, 2020 Chief Executive Officer Technology Oracle answers.


Trial commenced July 18 2022 November 18 final hearing. December 27, stipulation Board. May 12 trial ruling claims. judgment March 5 2024. April 2 appeal discovery decisions. May 2 appellate brief. June 3 Chief Executive Technology Officer SLC. reply due June 25, 2024. hearing date.


Oracle claims believe impact financial position results operations.


February May 6 2019 stockholder lawsuits filed. Northern District California. consolidated July 8 2019 plaintiff consolidated complaint. Rule 10b-5 class action August 10 2018 settled Oracle $17,500,000. Oracle false statements cloud.


Plaintiff filed complaint June 4, 2021. suit stockholder Oracle against Chief Technology Officer Executive Officer estate Mark Hurd. actions action harm stock inflated price. defendants violated duties. federal securities laws. seeks ruling damages order corporate reforms attorneys’ fees costs relief. June 14, 2021 court stipulations staying case. agreement settle Oracle corporate governance measures five years attorneys’ fees costs $700,000. April 5, 2024 motion preliminary approval settlement preliminary fairness hearing August 8, 2024.


party to legal proceedings claims asserted or unasserted ordinary business including acquisitions completed companies acquired or attempting acquire. outcome believe in losses excess of amounts recognized.


exhibits filed incorporated U. S. Securities Exchange Commission. Exhibit No. Description No. Date. Restated Certificate Incorporation Oracle 12G3-51788. Corporation. Restated Bylaws-35992./23. Certificate Common Stock. January 13, 2006, Ozark Holding. Oracle Citibank.-14376. Supplemental Indenture May 9 2007 Oracle Citibank. Bank New York Trust Company. Corporation. 6. 50% Note due 2038 Officers’ Certificate April 9 2008-K-51788. Corporation. 125% Note 2039 Officers’ Certificate July 8 2009-51788. Corporation.2040 Note Certificate July 19, 2010-51788. Corporation


Reference Exhibit. Date. 2040. Corporation. 3. 125% 2025 Officers’ Certificate July 10 2013-35992. 40% 2024. 30% 2034. 50% 2044 Certificate July 8 2014-35992. 2. 95% 2025 3. 25% 2030. 90% 2035. 125% 2045. 375% 2055 Officers’ Certificate May 5 2015-35992. 2. 65% 2026 3. 85% 2036 4. 2046 Certificate July 7 2016-35992. 2. 950% 2024 3. 250% 2027. 800% 2037 4.% 2047 Officers’ Certificate November 9 2017-35992.


Reference Exhibit. Date. 500% 2025. 800% 2027. 950% 2030. 600% 2040. 600% 2050. 850% 2060 Officers’ Certificate 2020-35992. Corporation. 650% 2026. 300% 2028. 875% 2031. 650% 2041. 950% 2051. 100% 2061 Officers’ Certificate March 24 2021-35992. 5. 800% 2025. 150% 2029. 250% 2032. 900% 2052 Officers’ Certificate November 2022. 500% 2028. 650% 2030. 900% 2033. 550% 2053 Officers’ Certificate February 6 2023-35992. Securities Exchange Act-35992./21/19. Deferred Compensation Plan amended July 1 2015-35992. Employee Stock Purchase Plan May 3 2022-35992./21/22


Reference Exhibit. Date. Corporation 1993 Directors’ Stock Plan April 29, 2016-35992. 2000 Equity Incentive Plan approved November 15 2017-35992. Stock Option Agreement Equity Incentive Plan. Executive Vice Presidents Section 16 Officers-35992. Stock Option Agreement Stock Plan-35992. Indemnity Agreement Directors Executive Officers-51788./23/11. Executive Bonus Plan February 12 2019-35992. Stock Unit Award Deferred Compensation Plan amended restated July 1 2015-35992. Restricted Stock Unit Award Agreement Directors’ Stock Plan-35992.Performance Stock Option 2000 Equity Incentive Plan Officers. Corporation


Reference Exhibit. Amendment Performance-Based Stock Option Agreement Lawrence. Ellison. Catz 2000 Equity Incentive Plan-35992. Corporation. Stock Unit Award Agreement Equity Incentive Plan. Employees-35992. Restricted Stock Unit Agreement 2020 Equity Incentive Plan. Employees.$6,000,000,000 5-Year Revolving Credit Agreement March 8 2022 lenders agents.$15,700,000,000 364-Day Delayed Draw Term Loan Credit Agreement March 2022. 2020 Equity Incentive Plan November 15 2023-35992. Policy. Registrant


Reference Exhibit No. Date. Accounting Firm. 13a-14 Certification Principal Executive Financial Officer. 1350 Certification Corporation Compensation Clawback Policy.$5,630,000,000 Term Loan Credit Agreement June 10 2024 Oracle Corporation lenders agents Data Files Rule 405 Regulation S-T Inline XBRL Consolidated Balance Sheets May 31, 2024 2023 Operations Comprehensive Income Stockholders’ Equity) Cash Flows Notes Financial Statements


Reference Exhibit. cover page Annual Report Form 10-K May 2024 Inline XBRL Exhibit 101


Indicates contract.


schedules omitted Item 601(a)(5) Regulation S-K. Company agrees provide copy SEC.


Filed.


Section 13 Securities Exchange Act 1934 registrant report signed undersigned. CORPORATION Date June 20 2024 Safra. Executive Officer Director


Securities Exchange Act 1934 report signed Registrant capacities dates indicated. Name Safra A. Catz Executive Officer Director 20, 2024. Maria Smith Vice President Chief Accounting Officer Lawrence J. Ellison#Chairman Chief Technology Officer. Jeffrey O. Henley Chairman. Awo Ablo#Director Jeffrey S. Berg. Michael J. Boskin. Bruce R. Chizen. George H. Conrades. Rona A. Fairhead. Renée J. James. Charles W. Moorman IV. Leon E. Panetta. William G. Parrett. Naomi O. Seligman.Seligman Vishal Sikka


Procter & Gamble products quality consumers generations. incorporated Ohio 1905 New Jersey 1890 built business Cincinnati 1837 Procter James Gamble.


information incorporated Management Discussion Analysis Notes 1 2 Consolidated Financial Statements. terms "Company&G refer Procter & Gamble Company subsidiaries. information documents Securities Exchange Commission.


Company Annual 10-K quarterly 10-Q current 8-K amendments filed SEC. site. sec. accessed. pginvestor. P&G website link textual reference not incorporated report.


Shareowner Services Pointe Curve Suite 101 Mendota.


segments MD&A Note 2 Financial Statements.


Business Model. balanced growth value creation. rely on growth brands creation. offer products markets competitive. products sold 180 countries direct-to-consumer. growth strategy superiority five product performance packaging brand communication retail execution consumer value. research development consumer insights superior products packaging. marketing online presence superior brand messaging. partner retail execution. provide superior value each price. Productivity improvement critical.


. MD&A Note 2 Consolidated Financial Statements.


. merchandisers e-commerce grocery drug distributors wholesalers high-frequency pharmacies electronics professional channels. sell direct. Walmart. affiliates 15% 2023 2021. 10%. top ten 40% sales 2023 39% 2022.


Sources Availability Materials. raw packaging materials purchased from third parties single-source suppliers. produce materials chemicals manufacturing. fuel natural gas derivative products important commodities manufacturing transportation. prices materials. pass customers. purchases other raw materials none material business.