Oracle (ORCL) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic and efforts to control its spread have [removed: materially] affected how [removed: we,] [added: we and] our customers, partners and suppliers are operating our businesses.

Our operations have been [added: and may in the future be] negatively affected by a range of external factors related to the COVID-19 pandemic that are not within our control.

For example, the COVID-19 pandemic has led governments to implement preventative measures to contain or control further spread of the virus, such as travel restrictions, prohibitions of non-essential activities, quarantines, work-from-home directives and [removed: shelter-in-place] [added: shelter-in-place/social distancing] orders.

It is not clear what long-term effects the COVID-19 pandemic will have on our business, including the effects on our [removed: customers] [added: customers, partners, suppliers] and prospects.

Our shift to [removed: creating] virtual customer events may not be [removed: successful] [added: successful,] and we may not be able to showcase our products as well as we have historically done through in-person [removed: events,] [added: events] or generate the same customer interest, opportunities and leads through these virtual events.

[removed: If we attempt] [added: We currently plan] to reintroduce large in-person [removed: events,] [added: events during fiscal 2023 but] we may not be able to do so successfully and our customers may not be able or willing to attend [removed: them.][added: them, which could adversely impact our ability to market and sell our products and services.]

[removed: There have also been,] [added: The conditions caused by the COVID-19 pandemic created,] and likely will continue to [removed: be,] [added: create,] delays in our supply chain.

The negative impacts of the global COVID-19 pandemic on the broader global economy and related impacts on our customers’ business operations and their demand for our products [removed: may continue into] [added: will depend on] future [removed: fiscal periods.][added: developments, which are highly uncertain and cannot be predicted.]

Our success depends upon our ability to develop [added: and sell] new products and services, integrate acquired products and services and enhance our existing products and services.

Machine learning and artificial intelligence are increasingly driving innovations in [removed: technology] [added: technology,] but if they fail to operate as anticipated or our other products do not perform as promised, our business and reputation may be harmed.

Our Oracle Cloud strategy, including our Oracle Cloud Software-as-a-Service and [removed: Infrastructure-as-a-Service] [added: Oracle Cloud Infrastructure] (SaaS and [removed: IaaS,] [added: OCI,] respectively, and collectively, Oracle Cloud Services) offerings, may adversely affect our revenues and profitability.

We provide our cloud and other offerings to customers worldwide via [added: a variety of] deployment [removed: models that best suit their needs,] [added: models,] including via our cloud-based SaaS and [removed: IaaS] [added: OCI] offerings.

Customers [removed: generally] [added: predominantly] purchase our cloud offerings on a subscription basis and revenues from these offerings are generally recognized ratably [added: or as services are consumed] over the terms of the subscriptions.

In addition, we may not be able to accurately anticipate customer [removed: transition] [added: transitions] from or be able to sufficiently backfill reduced customer demand for our license, hardware and support offerings relative to the expected increase in customer adoption of and demand for our Oracle Cloud Services, which could adversely affect our revenues and profitability.

Errors in our cloud, license or hardware offerings could affect their ability to properly function, integrate or operate with other cloud, license or hardware offerings, could result in service interruptions, delays or outages of our cloud offerings, could create security vulnerabilities in our products or services, could delay the development or release of new products or services or new versions of products or services, and could adversely affect market acceptance [removed: of our products or services.]

Enterprise customers rely on our cloud, license and hardware offerings and related services to run their [removed: businesses] [added: businesses,] and errors in our cloud, license and hardware offerings and related services could expose us to product liability, performance and warranty claims as well as significant harm to our brand and reputation, which could impact our future sales.

[removed: If] [added: If] we are unable to compete effectively, the results of operations and prospects for our business could be [removed: harmed. We face intense competition in all aspects of our business.][added: harmed.]

Our competitors may also adopt business practices that provide customers access to competing products and services [removed: at a risk profile] [added: on terms] that we may not generally find acceptable, which may convince customers to purchase competitor products and services.

We could lose customers if our competitors introduce new competitive products, add new functionality, acquire competitive products, reduce prices, better execute on their sales and marketing strategies, offer more flexible business [removed: practices] [added: practices, provide debt] or [added: equity financing to customers or] form strategic alliances with other companies.

Mergers, consolidations or alliances among our competitors, or acquisitions of our competitors by large [removed: companies,] [added: companies] may result in increased competition.

We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services or may be inefficient in our [removed: resolution of customer support issues.]

Our cloud offerings and hardware offerings are complex, and if we cannot successfully manage this complexity, [added: including] the [added: sourcing of technologies and components, the] results of these businesses will suffer.

We depend on suppliers to develop, manufacture and deliver on a timely basis the necessary technologies and components for our hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, and there are some technologies and components that can only be purchased from a single vendor due to price, quality, technology, [added: availability or other business constraints.]

[removed: As a result, our] [added: Our] supply chain operations [added: have been, and likely will continue to be, negatively impacted by the COVID-19 pandemic and] could [added: also] be disrupted [removed: or negatively impacted] by industry consolidation and component constraints or shortages, natural disasters, political unrest, [added: other] public health [removed: crises such as the COVID-19 pandemic,] [added: crises,] changes to trade policies, port stoppages or other transportation disruptions or slowdowns, or other factors affecting the countries or regions where these single source component vendors are located or where the products are being shipped.

We outsource a [removed: significant] majority of our manufacturing, assembly, delivery and technology of, and certain component designs for, our hardware products to a variety of companies, many of which are located outside the U.S. From time to time, these partners experience production [removed: problems or] [added: problems,] delays or cannot meet our demand for products.

Third-party manufacturing and logistics delays attributable to the effects of COVID-19 caused [removed: a loss] [added: delays in the manufacturing and fulfilment] of [removed: sales] [added: certain customer orders] during [removed: our] fiscal [removed: 2021.][added: 2022.]

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

| | • | changes in strategies and frequency for the development and introduction of new versions or next generations of our hardware [removed: products that could adversely affect our hardware revenues;] [added: products;] |

| | • | general supply chain material shortages worldwide, which were further exacerbated globally as a result of the COVID-19 [removed: pandemic;] [added: pandemic.] |

| | • | decreased customer demand for related hardware support as hardware products approach the end of their useful [removed: lives, which could adversely affect our hardware revenues.] [added: lives; and] |

We are currently restructuring our workforce and in the past we have restructured or made other adjustments to our workforce in response to management changes, product changes, performance issues, [removed: change] [added: changes] in strategies, acquisitions and other internal [removed: and external considerations.]

These types of restructurings have [removed: resulted] [added: resulted, and may] in [added: the future result, in] increased restructuring costs and temporary reduced productivity while the employees adjusted to their new roles and responsibilities.

In addition, we may not achieve or sustain the expected growth, resource redeployment or cost savings benefits of these [added: restructurings, or may not do so within the expected timeframe.]

These effects could recur in connection with future acquisitions and other [removed: restructurings] [added: restructurings,] and our revenues and other results of operations could be negatively affected.

Depending on their role, this means [removed: that, when our offices reopen after the COVID-19 pandemic,] [added: that] many employees can choose their office location, as well as continue to work from home some or all [added: of] the time.

While we believe this may help us engage with a wider pool of talent and may help to retain employees who want or need more flexibility, it [added: may fail to yield these desired benefits and] could [added: also lead to increased employee burnout or] negatively impact employee [removed: productivity] [added: productivity,] and it may present [added: cybersecurity] risks [added: and additional risks] for our real estate portfolio and strategy.

[removed: We intend] [added: Despite our efforts] to reopen our offices [removed: when it is] [added: in a] safe [removed: to do so and local requirements allow, but] [added: manner,] our employees who [removed: opt] [added: have opted] to return to the office may nevertheless be exposed to health risks, which may expose us to potential liability.

We [removed: may also experience] [added: are experiencing] increased competition for employees in these countries as the trend toward globalization continues, which [removed: may affect] [added: has affected] our employee retention efforts and [removed: increase] [added: increased] our expenses in an effort to offer a competitive compensation program.

[removed: Acquisitions] [added: Acquisitions] present many risks and we may not achieve the financial and strategic goals that were contemplated at the time of a [removed: transaction. We continue to review and consider strategic acquisitions of companies, products, services and technologies.][added: transaction.]

Risks we may face in connection with our acquisition [removed: program] [added: program, such as our recent acquisition of Cerner,] include:

During fiscal 2022, we held many of our major customer events in a virtual format.

As a part of our Oracle Cloud strategy, we plan our investment levels based on estimates of future revenues and future anticipated rates of growth.

In recent periods, our cloud services and license support expenses have grown to meet current and expected demand for our cloud offerings, including investments to increase our existing data center capacity and to establish data centers in new geographic locations.

In connection with these investments, we entered, and expect to continue to enter, into long-term operating lease commitments with third party data center providers that generally require us to pay fees to early exit such obligations should our strategies change, which could adversely impact our profitability and cash flows.

In addition, we outfit these data centers with equipment and improvements that we typically depreciate over their estimated useful lives, which could be shortened should our cloud strategies change, which could adversely affect our profitability.

of our products or services.

We face intense competition in all aspects of our business.

resolution of customer support issues.

Supply chain shortages have in some instances resulted in increases to the costs of production of our hardware products that we may not be able to pass on to our customers.

In addition, we have in some instances responded to such shortages by committing to higher inventory purchases and balances relative to our historical positions in order to secure manufacturing capacity, which has in some instances increased inventory excess and obsolescence risk and adversely impacted our operating cash flows.

and external considerations.

We recently reopened certain of our offices around the globe and we intend to reopen other offices when it is safe to do so and local requirements allow.

Our employees continue to have flexibility to choose where and how to work.

Our financial results could be adversely affected if:

| | • | our contracts with channel participants were terminated or our relationships with channel participants were to deteriorate; |

| | • | any of our competitors enter into strategic relationships with or acquire a significant channel participant; |

| | • | the financial condition or operations of our channel participants were to weaken; or |

| | • | the level of demand for our channel participants’ products and services were to decrease. |

On June 8, 2022, we closed the acquisition of Cerner Corporation (“Cerner”).

We continue to review and consider strategic acquisitions of companies, products, services and technologies.

| | • | we recently incurred additional debt to finance our acquisition of Cerner and in the future, we may have to incur additional debt to pay for other acquisitions or have to delay or not proceed with a substantial acquisition if we cannot obtain the necessary funding to complete the acquisition in a timely manner or on favorable terms; and |

We are a U.S. federal government contractor and are therefore subject to a federal executive order requiring our U.S.-based employees to be vaccinated unless they qualify for medical or religious exemptions.

The executive order has been challenged in court and has been enjoined from enforcement, but its ultimate status, and the impact on our business, is uncertain.

However, this requirement or other future vaccine mandates could adversely affect our workforce retention and hiring.

In addition, customer vaccination requirements, as well as certain state and local vaccination mandates, may impact our staffing abilities.

Additional impacts and risks that we are not currently aware of may arise.

We are similarly unable to predict the extent of the impact of the pandemic on our customers, partners, suppliers and other partners, but a material effect on these parties could also materially and adversely affect us.

In addition, we have curtailed travel expenses since the beginning of the COVID-19 pandemic, and it may become necessary for us to increase such travel expenses prospectively in furtherance of our business initiatives.

security vulnerabilities of networks, systems, products and services, create system disruptions and cause shutdowns or denials of service.

Our recent acquisition of Cerner also subjects us to additional data privacy and other related regulations governing the healthcare industry and patient information, including but not limited to regulations governing electronic health data transmissions, the treatment of patient information, healthcare fraud and healthcare information sharing.

the federal level, and a number of other state legislatures are considering privacy laws.

Third parties have claimed, and in the future may claim, infringement or misuse of intellectual property rights and/or breach of license agreement provisions.

U.S. laws and courts.

Even a favorable judgment may be subject to appeals leading to protracted litigation, additional costs and the prospect that our desired outcome will be overturned.

In the U.S., various legislative proposals, if enacted, would substantially raise U.S. income taxes on our domestic and international profits.

For example, in November 2021, the U.S. House of Representatives passed a bill titled the “Build Back Better Act” under budget reconciliation procedures.

While that bill, to date, has failed to advance in the Senate, it is possible that a modified version of the bill containing similar revenue provisions will be enacted, which, depending on the specific provisions included, could materially increase our future tax liabilities and effective tax rate.

More fundamentally, 137 countries, including the U.S., in a global effort led by the Organization for Economic Cooperation and Development, have politically committed to implementing tax changes that would provide

greater taxing rights to market jurisdictions where customers or users are located and impose minimum taxes on corporate profits.

If enacted, these proposals would materially increase the level of income tax on our international profits.

During fiscal 2021, we cancelled some customer events and transformed others, including Oracle OpenWorld, to virtual events.

The conditions caused by the COVID-19 pandemic initially adversely affected our customers’ willingness to purchase our products, delayed prospective customers’ purchasing decisions and in certain cases, resulted in delayed payments by existing customers.

availability or other business constraints.

We may be unable to purchase these items from the respective single vendors on acceptable terms or may experience significant shortages, delays or quality issues in the delivery of necessary technologies, parts or components from a particular vendor.

To reduce this risk, we continue to explore additional third-party manufacturing partners to drive supply chain continuity, but finding additional manufacturing sources in a timely and cost-effective manner is difficult.

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

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

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

restructurings, or may not do so within the expected timeframe.

In response to the COVID-19 pandemic and to ensure the safety of our employees, we have temporarily closed the majority of our offices.

In fiscal 2021, we moved our headquarters to Austin, Texas and announced a modern approach to work that may provide our employees more flexibility to choose where and how to work.

Our financial results could be adversely affected if our contracts with channel participants were terminated, if our relationships with channel participants were to deteriorate, if any of our competitors enter into strategic relationships with or acquire a significant channel participant, if the financial condition or operations of our channel participants were to weaken or if the level of demand for our channel participants’ products and services were to decrease.

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

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

We have a reputation for secure and reliable product offerings and related services, and we have invested a great deal of time and resources in protecting the integrity and security of our products, services and the internal and external data that we manage.

emerge.

The CCPA provides for statutory damages or fines on a per violation basis that could be very large in the event of a significant data security breach or other CCPA violation.

An adverse decision

In the U.S., various proposals, if enacted, would dramatically raise the U.S. corporate tax rate and increase the tax on non-U.S. income.

More fundamentally, longstanding international tax principles that determine each country’s right to tax cross-border transactions are being reconsidered, creating significant uncertainty as to the future level of corporate income tax on our international operations.

This re-examination of the global tax system is driven by a perceived need to provide greater taxing rights to market jurisdictions where customers or users are located.

Various measures are being discussed, including adjustments to the manner in which taxable profits are allocated among jurisdictions, as well as the limitation of deductions for, or the imposition of additional withholding taxes on, intercompany payments.

The foregoing proposals to raise U.S. corporate income taxes in combination with the uncertain international tax environment have upended the predictability and reliability of the global tax system.

Our provision for income taxes also could be adversely affected by shifts of earnings from jurisdictions that have relatively lower statutory tax rates to those in which the rates are relatively higher.

In addition, changes in the valuation of our deferred tax assets or liabilities could negatively impact our income tax provision.

materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results.

| | • | political unrest, terrorism and the potential for other hostilities; |

The UK Government has announced a procurement policy that includes environmental, social and economic sustainability measures.

The SEC requires public disclosure for registrants that use certain “conflict minerals” in their products.

Our supply chain is multi-tiered, global and highly complex.

As a provider of hardware end-products, we are several steps removed from the mining and smelting or refining of any conflict minerals in our supply chain.

Accordingly, our ability to determine with certainty the origin and chain of custody of conflict minerals is limited.

We may experience foreign currency gains and losses.

Our ultimate realized

We then provide a more detailed analysis of our results of operations and financial condition for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]

A discussion regarding our financial condition and results of operations for fiscal [removed: 2020] [added: 2021] compared to fiscal [removed: 2019] [added: 2020] can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2020,] [added: 2021,] as filed with the SEC on June [removed: 22, 2020,] [added: 21, 2021,] which is available free of charge on the SEC’s website at www.sec.gov and on our Investor Relations website at www.oracle.com/investor.

These models include on-premise deployments, [removed: cloud‑based] [added: cloud-based] deployments, and hybrid deployments (an approach that combines both on-premise and [removed: cloud‑based deployment) such as our Oracle Cloud@Customer offering (an instance of Oracle Cloud in a customer’s own data center).][added: cloud-based deployments).]

The descriptions set forth below as a part of this Item 7 [added: Management’s Discussion] and [added: Analysis of Financial Condition and Results of Operations and] the information contained within Item 1 Business and Note [removed: 15] [added: 14] of Notes to Consolidated Financial Statements included elsewhere in this Annual Report provide additional information related to our businesses and operating segments and align to how our chief operating decision makers (CODMs), which include our Chief Executive Officer and Chief Technology Officer, view our operating results and allocate resources.

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

Our cloud and license business, which represented [removed: 84%] [added: 85%] and [removed: 83%] [added: 84%] of our total revenues in fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and license offerings.

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

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

Cloud services and license support revenues represented [removed: 71%, 70% and 68%] [added: 71%] of our total revenues during [added: each of] fiscal [removed: 2021, 2020] [added: 2022] and [removed: 2019, respectively.][added: 2021 and 70% of our total revenues during fiscal 2020.]

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

[removed: The historical upward trend of our cloud and license business’ revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud services and license support contracts to the] customer contract base that we generally recognize as revenues ratably or based upon customer usage over the respective contractual [removed: terms;] [added: terms and] the renewal of existing customers’ cloud services and license support contracts over the course of each fiscal year that we generally recognize as revenues [removed: ratably;] [added: in a similar manner;] and the historical upward trend of our cloud license and [removed: on\-premise] [added: on-premise] license revenues, which we generally recognize at a point in time upon delivery; in each case over those four [added: fiscal] quarterly periods.

Our hardware business, which represented [removed: 8%] [added: 7%] and [removed: 9%] [added: 8%] of our total revenues in fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, provides a broad selection of enterprise hardware products and hardware-related software products including Oracle Engineered Systems, servers, storage, industry-specific hardware offerings, operating systems, virtualization, management and other hardware-related software, and related hardware support.

Our hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products and associated software [removed: products such as Oracle Solaris.][added: products.]

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

Our services business, which represented 8% of our total revenues in each of fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] helps customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies.

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

[removed: The pace of our acquisitions has slowed in recent years, but as] [added: As] compelling opportunities become available, we may acquire companies, products, services and technologies in furtherance of our corporate strategy.

[removed: Note] [added: Notes] 2 [added: and 17] of Notes to Consolidated Financial [removed: Statements] [added: Statements,] included elsewhere in this Annual [removed: Report provides] [added: Report, provide] additional information related to our [added: acquisition of Cerner and our other] recent acquisitions.

We believe that we can fund our future acquisitions with our internally available cash, cash equivalents and marketable [removed: securities,] [added: securities balances,] cash generated from operations, additional borrowings or from the issuance of additional securities.

We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flows and return on invested capital [removed: targets] [added: targets, among others,] before deciding to move forward with an acquisition.

Oracle products and services generally [added: function on a standalone basis and] do not require a significant amount of integration or interdependency.

[added: Therefore, multiple products and services] contained within a customer contract are generally considered to be distinct and are not combined for revenue recognition purposes.

We recognize the amount of transaction price allocated to each performance obligation within a customer contract as revenue as each performance obligation is [removed: delivered.][added: satisfied.]

Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date, including our estimates for intangible assets, [removed: contractual obligations assumed,] pre-acquisition contingencies and any contingent consideration, where applicable.

Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expenses that qualify for preferential tax [removed: treatment, and the segregation of foreign and domestic earnings and expenses to avoid double taxation.]

As additional information becomes available, we reassess the potential liability related to our pending claims and [removed: litigation and may revise our estimates.]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

In our fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] results of operations discussion below, we provide an overview of our total consolidated revenues, total consolidated operating expenses and total consolidated operating margin, all of which are presented on a GAAP basis.

In addition, we discuss below the fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] results of each of our three businesses—cloud and license, hardware and services—which are our operating segments as defined pursuant to ASC 280, *Segment Reporting*.

Consistent with our internal management reporting processes, the below operating segment presentation [added: for fiscal 2021] is noted to include any revenues adjustments related to cloud services and license support contracts that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations for [removed: the periods presented] [added: fiscal 2021] due to [added: certain] business combination accounting [removed: requirements.][added: requirements that were eliminated in fiscal 2022.]

Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of these items and Note [removed: 15] [added: 14] of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a reconciliation of the summations of our total operating segment revenues as presented in the discussion below to total revenues as presented per our consolidated statements of operations for [removed: all periods presented.][added: fiscal 2021.]

In addition, research and development expenses, general and administrative expenses, stock-based compensation expenses, amortization of intangible assets, certain other expense allocations, acquisition related and other expenses, restructuring expenses, interest expense, non-operating expenses or income, net and [removed: provision for] [added: (provision for) benefit from] income taxes are not attributed to our three operating segments because our management does not view the performance of our three businesses including such items and/or it is [removed: impractical] [added: impracticable] to do so.

Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of certain of these items and Note [removed: 15] [added: 14] of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a [removed: reconciliation of the summations of total segment margin as presented in the discussion below to total income before provision for income taxes as presented per our consolidated statements of operations for all periods presented.]

We experienced COVID-19 related impacts to our [removed: business] [added: businesses] during fiscal [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Certain of these historical impacts [removed: on] [added: to] our operating results are further discussed below.

[removed: Separately,] [added: | | • |] as described further below and in Notes 1 and [removed: 14] [added: 13] of Notes to Consolidated Financial Statements included elsewhere in this Annual Report, we recorded a $2.3 billion [removed: non-recurring] [added: one-time] net deferred tax benefit during fiscal 2021 that related to a partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights. [added: |]

To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e., the rates in effect on May 31, [removed: 2020,] [added: 2021,] which was the last day of our prior fiscal year) rather than the actual exchange rates in effect during the respective periods.

[added: For example, if an entity] reporting in Euros had revenues of 1.0 million Euros from products sold on May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our financial statements would reflect reported revenues of [removed: $1.19] [added: $1.07] million in fiscal [removed: 2021] [added: 2022] (using [removed: 1.19] [added: 1.07] as the month-end average exchange rate for the period) and [removed: $1.10] [added: $1.22] million in fiscal [removed: 2020] [added: 2021] (using [removed: 1.10] [added: 1.22] as the month-end average exchange rate for the period).

The constant currency presentation, however, would translate the fiscal [removed: 2021] [added: 2022] results using the fiscal [removed: 2020] [added: 2021] exchange rate and indicate, in this example, no change in revenues during the period.

| (Dollars in millions) | | [removed: 2021] [added: 2022] | | | | Actual | | Constant | | [removed: 2020] [added: 2021] | | |

| | o | cloud services revenues, which provide customers access to Oracle Cloud applications and infrastructure technologies via cloud-based deployment models that Oracle develops, provides unspecified updates and enhancements for, deploys, hosts, manages and supports and that |

The historical upward trend of our cloud and license business’ revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud services and license support contracts to the

Our services revenues are affected by many factors including our strategy for, and the competitive position of, our services; customer demand for our cloud and license and hardware offerings and the related services that we may market and sell in connection with these offerings; general economic conditions;

On December 20, 2021, we entered into an Agreement and Plan of Merger with Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities, for a preliminary estimated purchase price of approximately $28.2 billion.

The transaction closed on June 8, 2022.

treatment, and the segregation of foreign and domestic earnings and expenses to avoid double taxation.

litigation and may revise our estimates.

Recent Global Events

Oracle withdrew its operations from the Russian Federation and the Republic of Belarus in March 2022.

Neither of the aforementioned countries, nor Ukraine, have composed or are expected to compose a material portion of Oracle’s total consolidated revenues, net income, net assets, or workforce.

We serve hundreds of thousands of customers globally across a broad geographic and industry base.

We are profitable and generate a large amount of positive cash flow from our operations, and we do not believe the current posture of the Russia-Ukraine situation will jeopardize either of these characteristics of our business.

Other impacts due to this rapidly evolving situation are currently unknown and could potentially subject our business to materially adverse consequences.

For a more complete discussion of the risks we encounter in our business, please refer to Item 1A Risk Factors included elsewhere in this Annual Report.

reconciliation of the summations of total segment margin as presented in the discussion below to total income before income taxes as presented per our consolidated statements of operations for fiscal 2022 and 2021.

Separately,

| | • | as described further below and in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report, we remitted and recorded $4.7 billion for certain litigation related charges during fiscal 2022; |

| | • | as described further above, Oracle withdrew its operations from the Russian Federation and the Republic of Belarus in March 2022. Oracle recorded fiscal 2022 revenues of $248 million from these two countries, a reduction of $118 million relative to fiscal 2021. No revenues are expected to be recognized from these two countries prospectively; and |

Customers also renewed their related cloud contracts and license support contracts to continue to gain access to the latest versions of our technologies and to receive support services.

Excluding the effects of foreign currency rate fluctuations, our total operating expenses increased during fiscal 2022 relative to fiscal 2021 substantially due to certain litigation related charges recorded to acquisition related and other expenses as further described in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

These constant currency expense increases were partially offset by lower amortization of intangible assets, lower restructuring expenses and by $250 million of gains from operating asset sales, which were allocated across most of our operating expense lines during fiscal 2022.

In constant currency, our total operating margin and total operating margin as a percentage of total revenues decreased in fiscal 2022, relative to fiscal 2021, substantially due to the unfavorable impact of the fiscal 2022 litigation related charges referenced above, partially offset by higher fiscal 2022 total margin generated by our operating segments and the aforementioned gains from operating asset sales during fiscal 2022.

| | | $ | 6,944 | | | $ | 379 | |

| | Fiscal 2027 | | | 6 | |

| (3) | Acquisition related and other expenses consisted of personnel related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended, and certain other operating items, net. For fiscal 2022, acquisition related and other expenses also included certain litigation related charges as further described in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report. We consider the litigation related charges that are included in this line item to be outside our ordinary course of business based on the following considerations: (i) the unprecedented nature of the litigation related charges including the nature and size of the damages awarded; (ii) the dissimilarity of this litigation and related charges to recurring litigation of which we are a party in the normal course of business, for which any and all such charges are included in our GAAP operating results and are not separately quantified and disclosed within this line item or any other line in the table presented above; (iii) the complexity of the case; (iv) the counterparty involved; and (v) our expectation that litigation related charges of this nature will not recur in future periods; among other factors. |

| | | | 2022 | | | | 2021 | | |

Our total cloud services revenues increased to $10.8 billion in fiscal 2022 from $8.9 billion in fiscal 2021 due to growth in our Oracle SaaS and OCI offerings.

In constant currency, the Americas, EMEA and Asia Pacific regions contributed 71%, 18% and 11%, respectively, of the constant currency revenue growth for this business in fiscal 2022.

These constant currency expense increases were partially offset by an allocation of a portion of the gains from fiscal 2022 operating asset sales as described above.

Our cloud services and license support expenses have grown in recent periods and we expect this growth to continue to accelerate in

impacted the volume of hardware support contracts sold in recent periods.

Excluding the effects of currency rate fluctuations, total hardware expenses were flat in fiscal 2022, relative to the corresponding prior year period.

Our services offerings are designed to help maximize the performance of customer investments in Oracle applications and infrastructure technologies and substantially include our consulting services and advanced customer services offerings.

This constant currency expense increase was partially offset by an allocation of gains from fiscal 2022 operating asset sales as described above.

This constant currency expense increase was partially offset by an allocation of gains from fiscal 2022 operating asset sales as described above.

| Developed technology | | $ | 475 | | | \-24% | | \-23% | | $ | 621 | |

| Other | | | 83 | | | \-7% | | \-7% | | | 89 | |

On a constant currency basis, acquisition related and other expenses increased during fiscal 2022 due to litigation related charges of $4.7 billion, which we generally do not expect to recur, as further described in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

| Restructuring expenses | | $ | 191 | | | \-56% | | \-56% | | $ | 431 | |

Restructuring expenses in fiscal 2022 primarily related to our 2022 Restructuring Plan.

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

| --- | --- | --- |

| --- | --- | --- |

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

Our services revenues are affected by many factors including our strategy for, and the

Therefore, multiple products and services

For example, if an entity

The constant currency decrease in our services business’ revenues during fiscal 2021 relative to fiscal 2020 was primarily attributable to a decline in our consulting revenues.

All three of our businesses’ revenues were adversely impacted during fiscal 2021 and 2020 due to the effects of the COVID-19 pandemic and some of these effects may continue into fiscal 2022.

While we expect these effects to be temporary, the impacts of COVID-19 for future periods are unknown.

Excluding the effects of foreign currency rate fluctuations, our total operating expenses decreased during fiscal 2021 relative to fiscal 2020 primarily due to lower sales and marketing expenses, lower hardware expenses and lower services expenses, all of which were primarily attributable to lower headcount and a reduction in certain variable expenditures as further described below.

In addition, we also incurred lower amortization of intangible assets during fiscal 2021.

In fiscal 2022, we expect to accelerate our investments primarily in our cloud and license business.

We expect fiscal 2022 total expenses growth to exceed total revenues growth and, as a result, our fiscal 2022 total operating margin as a percentage of total revenues to be modestly lower relative to fiscal 2021.

| | | $ | 379 | | | $ | 2,547 | |

| | | | 2021 | | | | 2020 | | |

We continue

marketing expenses, primarily in response to COVID-19.

These constant currency expense decreases were partially offset by higher cloud services and license support expenses during fiscal 2021, which were primarily attributable to higher technology infrastructure expenses to support the increase in our cloud and license business’ revenues.

emphasis of our sales and marketing efforts for certain of our non-strategic hardware products and related support services, the net impact of which resulted in reduced sales volumes of certain of our hardware product lines and also impacted the volume of hardware support contracts sold in recent periods.

Our hardware business’ revenues were also adversely impacted during fiscal 2021 and 2020 by the unfavorable economic effects caused by COVID-19.

Excluding the effects of currency rate fluctuations, total hardware expenses decreased in fiscal 2021 compared to fiscal 2020 primarily due to lower hardware product expenses, lower hardware support costs and lower sales and marketing costs, all of which aligned to lower hardware revenues.

We offer services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies.

Our services business revenues were also adversely impacted during fiscal 2021 and 2020 by the impacts of COVID-19, including the impacts of consulting project delays due to customer resource constraints and in-person meeting restrictions imposed by certain jurisdictions.

In addition, we incurred lower billable travel expenses and lower billable sub-contractor expenses for which we would have been reimbursed by our customers, which reduced the amount of revenues and expenses we reported for our services business during fiscal 2021 and 2020.

Geographically, we experienced constant currency revenue declines in all regions during fiscal 2021.

These constant currency expense increases were partially offset by lower travel expenses during fiscal 2021 primarily due to the impacts of COVID-19.

These increases were partially offset by lower salary expenses due to lower headcount, and by lower travel expenses and certain other variable expense curtailments that we implemented during fiscal 2021 primarily due to the impacts of COVID-19.

In addition, general and administrative expenses during fiscal 2021 were unfavorably affected in comparison to the prior year due to a $29 million litigation related benefit that reduced our expenses during fiscal 2020.

| Developed technology | | $ | 621 | | | \-21% | | \-22% | | $ | 789 | |

| Other | | | 89 | | | \-27% | | \-27% | | | 121 | |

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

On a constant currency basis, acquisition related and other expenses increased during fiscal 2021 due to higher other expenses, net which primarily related to certain facilities-related right-of-use assets and certain other assets that were abandoned in connection with plans to improve our cost structure and operations during fiscal 2021.

| Restructuring expenses | | $ | 431 | | | 73% | | 66% | | $ | 250 | |

These initiatives impacted certain of our sales and marketing and research and development operations.

| Other, net | | | 473 | | | * | | * | | | (16 | ) |

These increases in non-operating income, net were partially offset by lower interest income that we recognized in fiscal 2021, which was caused by lower average interest rates that were applicable to our cash, cash equivalent and marketable securities balances.

The increase in cash, cash equivalents and marketable securities at May 31, 2021 in comparison to May 31, 2020 was primarily due to cash inflows generated by our issuance of $15.0 billion of long-term senior notes in March 2021, cash inflows generated by our operations and cash inflows from stock option exercises during fiscal 2021.

These cash inflows during fiscal 2021 were partially offset by certain cash outflows, primarily $20.9 billion for settled repurchases of our common stock, payments of cash dividends to our stockholders, the repayment of $2.6 billion related to our borrowings, and cash used for capital expenditures.

The amount of cash, cash equivalents and marketable securities that we report in U.S. Dollars for a significant portion of the cash, cash equivalents and marketable securities balances held by our foreign subsidiaries is subject to translation adjustments caused by changes in foreign currency exchange rates as of the end of each respective reporting period (the offset to which is substantially recorded to accumulated other comprehensive loss (AOCL) in our consolidated balance sheets and is also presented as a line item in our consolidated statements of comprehensive income included elsewhere in this Annual Report).

[removed: In particular,] the [removed: strengthening of the] U.S. Dollar generally will reduce the reported amount of our foreign-denominated cash, cash equivalents, marketable securities, total revenues and total [removed: expense] [added: expenses] that we translate into U.S. Dollars and report in our consolidated financial statements for, and as of the end of, each reporting period.

We realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, and we also incur costs to enter into these foreign currency forward contracts, substantially all of which are included in non-operating [added: expenses or] income, net in our consolidated financial statements.

Refer to [removed: Notes] [added: Note] 1 [removed: and 10] of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional details about our foreign currency forward contracts.

[removed: Sensitivity Analysis][added: Sensitivity Analysis]

The following table sets forth the hypothetical potential losses that we consider to be the most material to the [added: reported] fair values [added: and/or future earnings] of our interest [removed: rate] [added: rate, equity price] and [added: foreign] currency influenced holdings, [removed: including associated derivatives, or future earnings] [added: prior to any income tax effects,] resulting from hypothetical changes in relevant market rates as of or for the reporting periods below:

| (in millions) | | Hypothetical Change | | Impact | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Total revenues | | 10% decrease in foreign exchange rates | | Earnings | | $ | [removed: (2,061] [added: (2,107] | ) | | $ | [removed: (1,942] [added: (2,061] | ) |

| Cash, cash equivalents and marketable securities | | 10% decrease in foreign exchange rates | | Fair values | | $ | [removed: (650] [added: (421] | ) | | $ | [removed: (491] [added: (650] | ) |

Equity Price Risk

Marketable and Non-Marketable Equity Investments

Our marketable and non-marketable equity securities investments totaled $1.1 billion and $946 million as of May 31, 2022 and 2021, respectively.

Our marketable equity securities investments in publicly traded companies are recorded at fair value, which is subject to market price volatility.

Our non-marketable equity securities investments in private companies not accounted for under the equity method are adjusted to fair value for observable transactions for identical or similar investments of the same issuer or for impairment.

Our non-marketable equity securities investments accounted for under the equity method, primarily in a related party entity, generally do not fluctuate based on market price changes.

However, these equity method investments could be impaired if the carrying value exceeds the fair value and is not expected to recover.

The timing and amounts of changes in fair value, if any, of our marketable and non-marketable equity investments depends on factors beyond our control, including the perceived and actual performance of the companies in which we invest.

For additional disclosure regarding the impact to our quarterly results of operations from investment volatility, please refer to Item 1A Risk Factors included elsewhere in this Annual Report.

In particular, the strengthening of

| Equity price risk: | | | | | | | | | | | | |

| Marketable and non-marketable equity investments | | 25% decrease in market price and fair values | | Earnings | | $ | (277 | ) | | $ | (236 | ) |

Interest Rate Risk

Cash, Cash Equivalents and Marketable Securities

Cash, cash equivalents and marketable securities were $46.6 billion and $43.1 billion as of May 31, 2021 and 2020, respectively.

Our bank deposits are generally held with large, diverse financial institutions worldwide with high investment-grade credit ratings or financial institutions that meet investment-grade ratings criteria, which we believe mitigates credit risk and certain other risks.

In addition, as of May 31, 2021, substantially all of our marketable securities were high quality, fixed-rate debt securities and had maturity dates within one year (a description of the types of marketable securities held as of May 31, 2021 and 2020 is included in Notes 3 and 4 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report and “Liquidity and Capital Resources” above).

The market values of our fixed-rate marketable securities investments are adversely impacted as interest rates increase.

Due in part to these factors, we may realize losses if we sell securities prior to their scheduled maturities that declined in market value due to changes in interest rates.

However, because we classify substantially all of our investments in debt securities as available-for-sale and record changes in their fair values to AOCL on our consolidated balance sheets, no gains or losses are recognized in our earnings due to market changes in interest rates unless such securities are sold prior to their scheduled maturities or the declines in fair values are due to expected credit loss.

We generally do not use our marketable debt securities investments for trading purposes.

Borrowings and Related Fair Value Hedges

Our total borrowings were $84.2 billion as of May 31, 2021, consisting of $84.1 billion of fixed-rate borrowings and $113 million of other borrowings, compared to $71.6 billion as of May 31, 2020, consisting of $71.5 billion of fixed-rate borrowings and $113 million of other borrowings.

With the exception of those senior notes for which we have

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

corresponding fair value hedges that are recorded at their fair values as of each reporting period and discussed further below, we record all of our fixed-rate borrowings at amortized cost and therefore, any changes in interest rates do not impact the values that we report for these senior notes or our consolidated financial statements.

As of May 31, 2021, we held certain interest rate and cross-currency interest rate swap agreements that have the economic effect of modifying the fixed-interest rate obligations associated with certain of our senior notes to variable interest rate obligations based on LIBOR that we have designated as fair value hedges, among certain other effects.

Consequently, these swap agreements are recorded at their fair values at each reporting period and incur gains and losses due to changes in market interest rates but are substantially offset by the corresponding losses and gains on the related senior notes for which the swap agreements pertained.

By entering into these swap arrangements, we have assumed risks associated with variable interest rates based upon LIBOR.

Changes in interest rates affected the interest expense that we recognized in our consolidated statements of operations and the values that we report for these instruments as of each reporting date.

Additional details regarding our senior notes and related swap agreements are included in Notes 7 and 10 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

We do not use these swap arrangements for trading purposes.

| Interest rate risk: | | | | | | | | | | | | |

| Marketable securities | | 50 basis points increase in interest rates | | Fair values | | $ | (23 | ) | | $ | (15 | ) |

| Interest rate swap and cross-currency interest rate swap agreements | | 100 basis points increase in interest rates | | Fair values | | $ | (37 | ) | | $ | (63 | ) |

| Interest rate swap and cross-currency interest rate swap agreements | | 100 basis points increase in interest rates | | Earnings | | $ | (24 | ) | | $ | (24 | ) |

Our products and services include [added: enterprise] applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models.

Using Oracle technologies, our customers build, deploy, run, manage and support their internal and external products, services and business operations including, for example, a global cloud [removed: application supplier] [added: applications developer] that utilizes Oracle Cloud [removed: Infrastructure-as-a-Service (IaaS)] [added: Infrastructure (OCI)] to [removed: provide] [added: power] its [removed: Software-as-a-Service] [added: software-as-a-service] (SaaS) offerings; a multi-national financial institution that runs its banking applications using the Oracle Exadata Database Machine; and a global consumer products company that leverages Oracle Fusion Cloud Enterprise Resource Planning for its accounting processes, consolidation and financial planning functions.

Oracle Cloud Services offerings, which include Oracle SaaS and [removed: Oracle IaaS] [added: OCI] offerings, provide [removed: a] comprehensive and integrated [removed: stack of] applications and infrastructure services delivered via cloud-based deployment models.

Oracle Cloud Services integrate the [added: IT components, including] software, hardware and [removed: services] [added: services,] on a customer’s behalf in a cloud-based IT environment that Oracle deploys, [removed: upgrades,] [added: manages,] supports and [removed: manages] [added: upgrades] for the [removed: customer.][added: customer and that a customer may access utilizing common web browsers via a broad spectrum of devices.]

In fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we invested [removed: $6.5] [added: $7.2] billion, [removed: $6.1] [added: $6.5] billion and [removed: $6.0] [added: $6.1] billion, respectively, in research and development to enhance our existing portfolio of offerings and [removed: products and] to develop new technologies and services.

We have a deep understanding as to how applications and infrastructure technologies interact and function with one [removed: another.][added: another including through the use of OCI to power our Oracle Fusion SaaS Applications, which we and our customers use to run internal business processes.]

[removed: We focus our development efforts on improving the performance, security, operation, integration and cost-effectiveness of our offerings] relative to our competitors; facilitating the ease with which organizations are able to deploy, use, manage and maintain our offerings; and incorporating emerging technologies within our offerings to enable leaner business processes, [added: automation and innovation.]

For example, the Oracle Autonomous Database is designed to deliver transformational infrastructure [removed: through] [added: as] an [removed: Oracle Cloud IaaS] [added: OCI] offering that utilizes [removed: Oracle’s Next-Generation Cloud Infrastructure’s] machine learning capabilities.

We have invested billions of dollars over time to acquire a number of companies, products, services and technologies that add to, are complementary to, or have otherwise enhanced our existing [removed: offerings.][added: offerings, including our acquisition of Cerner Corporation in June 2022 (see Note 2 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information).]

We have three businesses, [added: cloud and license, hardware, and services, and] each [removed: of which] is comprised of a single operating segment.

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note [removed: 15] [added: 14] of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report, provide additional information related to our businesses and operating segments.

For additional discussion [removed: regarding the] [added: of these matters and their] impacts [added: to Oracle,] and [added: a more complete discussion of the] risks [removed: to] [added: we encounter in] our [removed: business from the COVID-19 pandemic,] [added: business, please] refer to Item 1A Risk Factors and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations, each of which are] included elsewhere in this Annual [removed: Report on Form 10-K.][added: Report.]

We believe that our Oracle Cloud Services offerings are opportunities for us to [added: continue to] expand our cloud and license business.

We believe that our customers increasingly recognize the value of access to the latest versions of Oracle cloud-based applications and infrastructure capabilities via a lower cost, rapidly deployable, flexible and interoperable services model that Oracle provisions, manages, upgrades and maintains on [removed: the customer’s] [added: our customers’] behalf.

[removed: We believe that we can market and sell our Oracle SaaS and IaaS offerings together to help new and existing customers migrate their extensive installed base of on-premise applications and infrastructure] technologies to the Oracle [removed: Cloud] [added: Cloud,] and we believe we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud.

In addition, we also believe we can market our [added: Oracle] SaaS and [removed: IaaS] [added: OCI] services to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly available, intuitive design, [added: ease of access,] low touch and low cost characteristics of the Oracle Cloud.

The proportion of our cloud services and license support revenues relative to our cloud license and on-premise license revenues, hardware revenues and services revenues has increased and [removed: represented 71%, 70%] [added: our cloud services] and [removed: 68%] [added: license support revenues represented 71%] of our total revenues during [added: each of] fiscal [removed: 2021, 2020] [added: 2022] and [removed: 2019, respectively.][added: 2021 and 70% of our total revenues during fiscal 2020.]

Our applications cloud services and license support revenues represented [added: 42%,] 41% [removed: of our total cloud services] and [removed: license support revenues in fiscal 2021 and] 40% of our total cloud services and license support revenues [removed: in each of] [added: during] fiscal [removed: 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020, respectively.]

Oracle applications [removed: technologies] [added: offerings] include our Oracle Cloud SaaS offerings, which are available for customers as a subscription, and Oracle [removed: Applications] [added: applications] license offerings, which are available for customers to purchase for use within the Oracle Cloud, and other cloud-based and on-premise IT environments, and include the option to purchase related license support.

We also offer industry-specific applications, which provide solutions to customers in the automotive, communications, construction and engineering, consumer goods, [removed: education] [added: energy] and [removed: research,] [added: water,] financial services, food and beverage, [added: government and education,] healthcare, high technology, hospitality, industrial manufacturing, life sciences, media and entertainment, [removed: public sector, retail] [added: oil] and [removed: utilities] [added: gas, professional services, retail, travel and transportation, and wholesale distribution] industries, among others.

Oracle Cloud [removed: Software as a Service] [added: Software-as-a-Service] (SaaS)

Oracle’s broad spectrum of Oracle Cloud SaaS offerings provides customers a choice of software applications that are delivered via a cloud-based IT environment that we [removed: host,] [added: deploy,] manage, upgrade and support, and that customers purchase by entering into a subscription agreement with us for a stated period.

| | • | Oracle Fusion Cloud [removed: HCM,] [added: Human Capital Management (HCM),] which is designed to help organizations find, develop and retain their talent, enable collaboration, provide complete workforce insights, improve business process efficiency, and enable users to connect to an integrated suite of HCM applications from any device; |

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

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

In addition, we offer several cloud-based industry solutions to address specific customer needs within certain industries including [added: communications,] construction and engineering, [removed: retail,] [added: education, financial services, government, healthcare, hospitality, manufacturing,] and [removed: utilities,] [added: retail,] among others.

We believe Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to [removed: facilitate] [added: facilitating] and [removed: extract] [added: extracting] more business value out of the adoption of other Oracle SaaS offerings, such as Oracle Fusion Cloud HCM and Oracle Fusion Cloud EPM, as customers realize the value of a common data model that spans across core business applications.

Our SaaS offerings are designed to deliver a secure data isolation architecture and flexible upgrades; self-service access controls for users; a Service-Oriented Architecture; built-in social, mobile and business insight capabilities (analytics); and a high performance, high availability infrastructure based on [removed: our infrastructure technologies, including] Oracle’s Next-Generation Cloud Infrastructure.

These SaaS capabilities are designed to simplify [added: customer] IT environments, reduce time to [removed: implementation] [added: implement] and [added: upgrade, enable agility, reduce] risk, provide an intuitive user experience for casual and experienced users, and enable customers to focus resources on business growth opportunities.

Customers have the ability to license Oracle [removed: Applications] [added: Applications, including Oracle E-Business Suite, PeopleSoft, JD Edwards and Siebel applications, among others,] for use within the Oracle Cloud or within their own cloud-based or on-premise IT environments.

[removed: Oracle Applications] [added: These licensed applications] are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, [removed: Advertising and] Customer Experience, and industry-specific [removed: applications] [added: applications,] as described above, among others.

[removed: Oracle] [added: Oracle] License [removed: Support][added: Support]

Our license support contracts are generally priced as a percentage of the net fees paid by the customer to purchase the [removed: license and] [added: license,] are typically one year in [removed: duration.][added: duration and are generally billed to the customer annually in advance.]

These [added: infrastructure] technologies are available through a subscription to our [removed: Oracle Cloud IaaS] [added: OCI] offerings or through the purchase of a license and related license support, at the customer’s option, to run within the Oracle Cloud, as a part of a customer’s on-premise cloud services, and in other customer IT environments.

Our [removed: cloud and license business’ infrastructure technologies] [added: OCI offerings] also include cloud-based compute, storage and networking capabilities, among others, [removed: through our] [added: and new and innovative services such as] Oracle [removed: Cloud IaaS offerings that are] [added: Autonomous Database (described] further [removed: described below.][added: below), MySQL HeatWave and emerging technologies such as IoT, digital assistant, and blockchain.]

Our hardware business’ infrastructure technologies consist of hardware products and certain unique hardware-related software offerings [removed: including] [added: and include] Oracle Engineered Systems, enterprise servers, storage solutions, industry-specific hardware, virtualization software, operating systems, management software, and related hardware services, including hardware support at the customer’s option.

Our infrastructure cloud services and license support revenues represented [added: 58%,] 59% [added: and 60%] of our total cloud services and license support revenues during fiscal [added: 2022,] 2021 and [removed: 60% in each of fiscal 2020 and 2019.][added: 2020, respectively.]

Oracle Cloud Infrastructure [removed: as a Service (IaaS)][added: (OCI)]

By utilizing [removed: Oracle Cloud IaaS,] [added: OCI,] customers can leverage the Oracle Cloud for enterprise-grade, high performance, scalable, cost-effective and secure infrastructure technologies that are designed to be rapidly deployable and provide real-time elasticity while reducing the amount of time and resources normally consumed by IT processes within on-premise environments.

[removed: Oracle’s Next-Generation Cloud Infrastructure technology] [added: OCI] is designed to be differentiated from other cloud vendors to provide better security by separating cloud control code computers from customer data compute nodes.

We focus our development efforts on improving the performance, security, operation, integration and cost-effectiveness of our offerings

Recent Global Events

Oracle withdrew its operations from the Russian Federation and the Republic of Belarus in March 2022.

Neither of the aforementioned countries, nor Ukraine, have composed or are expected to compose a material portion of Oracle’s total consolidated revenues, net income, net assets, or workforce.

Our business was also affected by the impacts of COVID-19 during the fiscal 2022 and 2021 periods presented in this Annual Report.

We believe that we can market and sell our Oracle SaaS and OCI offerings together to help new and existing customers migrate their extensive installed base of on-premise and cloud-based applications and infrastructure

| | • | Oracle Advertising, which enables organizations to leverage their own data and consumer data to inform and measure marketing strategies and programs. |

OCI offerings are based upon Oracle’s Next-Generation Cloud Infrastructure and are designed to deliver our infrastructure technologies as a service including compute, storage and networking services.

OCI offerings include our Oracle Autonomous Database offerings, among others, that Oracle runs, manages, upgrades and supports on behalf of the customer.

We typically charge a prepaid fee that is decremented as the OCI services are consumed by the customer over a stated time period.

In addition to the full suite of OCI offerings delivered by dozens of Oracle public cloud regions across the globe, we provide our customers with flexibility by offering certain OCI services within a customer’s own data center to address customer latency requirements and address restrictions imposed upon customers that operate in certain regulated industries, entities or jurisdictions.

Oracle Database may be deployed in various IT

In addition to the Oracle Database, we offer a portfolio of specialized databases to address specific customer requirements including MySQL, the world’s most popular open source database, as a cloud service and an on-premise offering.

Oracle Autonomous Database is designed to enable on-demand, automatic scaling of database resources combined with consumption-based pricing in order to help organizations lower costs by paying only for resources used.

For analytics workloads, Oracle Autonomous Database is designed to provide customers with easy-to-use analytics tools and machine learning capabilities that are accelerated using Oracle Exadata’s scale-out infrastructure.

We believe Oracle Autonomous Database’s built-in developer capabilities and automation will enable organizations to:

| | • | quickly deploy new data marts and data warehouses; |

| | • | move existing ones to the cloud; and |

| | • | create data lake houses. |

All of which is designed to enable organizations to gain new insights into customer behavior, more accurately anticipate future demand, align workforce deployment with business activity forecasts and accelerate the pace of operations, among other benefits.

For transaction processing workloads, Oracle Autonomous Database is designed to enable organizations to safely run a complex mix of high-performance transactions.

It is also designed to enable organizations to efficiently support dynamic workloads, conduct real-time analysis of transactional data and lower administration costs.

| | • | Exadata Cloud@Customer Infrastructure, which is designed to be deployed in customer data centers to provide the characteristics of a private, on-premise cloud but with cloud automation, consumption pricing, and Oracle management of the infrastructure and software. |

Among our other middleware license offerings, we license development tools, such as Oracle WebLogic Server for Java application development, and Oracle Identity Manager, which automates user identity provisioning and allows enterprises to manage the end-to-end lifecycle of user identities across all enterprise resources.

| | | delivery model to optimize value for our customers and partners, consisting of consultants from local geographies, industry specialists and consultants from our global delivery and solution centers; and |

Our focus on diversity and inclusion is reflected throughout our organization, starting at the highest level.

Our Chief Executive Officer is a woman and forty percent of our Board members are women and/or come from a diverse background.

We are proud to be recognized for our progress and commitment to D&I, including being named a Best Place to Work for LGBTQ+ Equality in 2022 by the Human Rights Campaign Foundation, a 2021 Best Place to Work for Disability Inclusion by the Disability Equality Index, and a 2022 Top Supporter of Historically Black College and University Engineering Schools by Career Communications Group.

The results of the survey are also discussed with our Board of Directors and Board committees.

Employee Experience

Emerging from the COVID-19 pandemic, Oracle has further increased our focus on delivering a great employee experience, anchored by meaningful work, career opportunities and well-being, to continue to attract and retain high quality talent.

We support employee well-being from multiple dimensions, including economic, health, development, and lifestyle with a comprehensive suite of compensation, benefits, learning and development, and flexible work options.

Of particular note are the efforts made by employees to support colleagues impacted by the Russia-Ukraine conflict, above and beyond the direct support Oracle has provided.

In addition to monetary donations by employees and by Oracle through its matching program to support humanitarian relief efforts in Ukraine and Oracle employees in need, many employees have offered direct assistance to Ukrainian coworkers and their families as they seek safety.

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

automation and innovation.

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

Oracle is committed to the health, safety and welfare of our employees, customers, suppliers, communities, stockholders and other stakeholders.

While the world continues to navigate the risks and uncertainties associated with the COVID-19 pandemic, we are committed to providing critical technologies, programs and support to individuals and organizations to navigate, adjust and advance their operations in light of the unique demands and constraints imposed by the pandemic.

Many enterprises, governments and educational institutions have faced unprecedented disruption due to the COVID-19 pandemic and their customers expect to deal with organizations in digital ways more than ever before.

Organizations have been required to adjust their operations and IT infrastructures to operate safely while agilely responding to evolving purchaser needs and business requirements.

Organizations have turned to the Oracle Cloud to accelerate their digital transformations using applications and infrastructure technologies that are designed to be complete, current, and robust in order to safely and securely operate, safeguard and advance their business initiatives.

Regardless of IT deployment model, Oracle has developed, delivered and supported products and services for decades that enable telecommunication companies to keep people connected; retailers to provide food and other necessities; researchers to identify solutions; hospitals to provide care; airlines to ensure travel; banks to help people access funds; insurers to provide benefits; governments to keep people safe and informed; utilities to supply power and water; and many other critical functions.

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

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

| --- | --- | --- |

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

| --- | --- | --- |

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

| --- | --- | --- |

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

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

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

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

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

Oracle applications and infrastructure technologies are critical to the business operations of our customers, which number in the hundreds of thousands across a broad geographic and industry base.

We are profitable and generate a large amount of positive cash flow from our operations and we do not believe the COVID-19 pandemic will jeopardize either of these characteristics of our business.

Other impacts due to COVID-19 on our business are currently unknown.

Our infrastructure offerings also include new and innovative services such as Oracle Autonomous Database (described further below) and emerging technologies such as IoT, digital assistant, and blockchain.

Oracle Cloud IaaS is based upon Oracle’s Next-Generation Cloud Infrastructure and is designed to deliver IaaS services including compute, storage and networking services, among others, as well as Oracle Autonomous Database that Oracle runs, manages, upgrades and supports on behalf of the customer for a fee for a stated time period, or for certain of our IaaS services, on a “pay-as-you-go” basis at a specified rate for services consumed.

Oracle Cloud@Customer offerings are a direct response to restrictions imposed upon cloud-based IT environment adoption by businesses that operate within certain regulated industries, entities or jurisdictions and enable customer choice in deployment models.

Oracle Cloud@Customer offerings enable customers to take advantage of the agility, innovation and subscription-based pricing of Oracle Cloud Services while meeting data sovereignty, data residency, data protection and regulatory business policy requirements.

Oracle Database may be deployed in various IT environments including Oracle Cloud, Oracle Cloud@Customer and Dedicated Region Cloud@Customer environments, other cloud-based IT environments, and on-premise data centers, among others.

In addition to the Oracle Database, we offer a portfolio of specialized database products to address specific customer requirements.

We believe the Oracle Autonomous Database offerings deliver rapid insights and innovation by enabling organizations to quickly provision a data warehouse that automatically and elastically scales to handle very large data warehouses and support millions of transactions per second while enabling a flexible payment model for only the resources used.

Oracle Autonomous Database offerings include:

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

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

compliance, manage lifecycles of documents and get actionable, targeted business intelligence.

Among our other middleware license offerings, we license a wide range of development tools, such as Oracle WebLogic Server for Java application development and Oracle Mobile Application Framework, which is designed to address the needs of businesses that are increasingly focused on delivering mobile device applications to their customers.

servers that they believe will be most appropriate and valuable for their particular IT environments.

We believe the combination of Oracle server systems with Oracle software enhances our customers’ ability to shift data and workloads between data center and cloud deployments based on an organization’s business requirements.

development of our products.

The COVID-19 pandemic changed the way both leaders and employees think about where and how they work.

The material set forth in Note [removed: 14] [added: 13] (pertaining to information regarding contingencies related to our income taxes) and Note [removed: 17] [added: 16] (pertaining to information regarding legal contingencies) of Notes to Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended May 31, [removed: 2021][added: 2022]

The aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $96,373,328,000] [added: $137,902,273,000] based on the number of shares held by non-affiliates of the registrant as of May 31, [removed: 2021,] [added: 2022,] and based on the closing sale price of common stock as reported by the New York Stock Exchange on November 30, [removed: 2020,] [added: 2021,] which is the last business day of the registrant’s most recently completed second fiscal quarter.

Number of shares of common stock outstanding as of June [removed: 15, 2021: 2,792,000,000.][added: 13, 2022: 2,664,926,000.]

Portions of the registrant's definitive proxy statement relating to its [removed: 2021] [added: 2022] annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended May 31, [removed: 2021.][added: 2022.]

FISCAL YEAR [removed: 2021][added: 2022]

| Item 1. | | [Business](#ITEM_1_BUSINESS) | | [removed: 3] [added: 4] |

| Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | [removed: 32] [added: 33] |

| Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | [removed: 32] [added: 33] |

| Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | [removed: 59] [added: 58] |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | [removed: 59] [added: 58] |

| Item 16. | | [Form 10-K Summary](#FORM_10K_SUMMARY) | | [removed: 111] [added: 109] |

This Annual Report on Form 10-K contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section [removed: 21] [added: 21E] of the Securities Exchange Act of 1934, as amended (the Exchange Act), and [added: Section 27A of] the [removed: Private] Securities [removed: Litigation Reform] Act of [removed: 1995.][added: 1933, as amended (the Securities Act).]

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

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

| | • | our expectations regarding the [added: ability of the] Oracle Autonomous Database to deliver rapid insights and innovation to our customers while also reducing customer downtime and cost; |

| | • | our expectation that variable expenditures that were curtailed primarily in response to COVID-19 may normalize in future periods provided global economic [added: and health] conditions improve; |

| | • | our belief that we have adequately provided under U.S. generally accepted accounting principles for outcomes related to our tax audits and that the final outcome of our tax-related examinations, agreements or judicial proceedings will not have a material effect on our results of operations, [removed: and] our belief that our net deferred tax assets will likely be realized in the foreseeable [removed: future;] [added: future, and our expectations regarding the “Build Back Better Act” budget reconciliation bill;] |

| | • | our expectation that, to the extent customers renew support contracts or cloud SaaS and [removed: IaaS] [added: OCI] contracts from companies that we have [removed: acquired,] [added: acquired prior to fiscal 2022,] we will recognize revenues for the full contracts’ values over the respective renewal periods; |

| | • | the [removed: percentage] [added: percentages] of remaining performance obligations that we expect to recognize as revenues over [removed: the next twelve months;] [added: respective future periods;] |

We claim the protection of the safe harbor for forward-looking statements contained in the [removed: Private] [added: Exchange Act and the] Securities [removed: Litigation Reform] Act [removed: of 1995] for all forward-looking statements.

[removed: Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included elsewhere in this Annual Report and as may be updated in] filings we make from time to time with the U.S. Securities and Exchange Commission (the SEC), including our Quarterly Reports on Form 10-Q to be filed by us in our fiscal year [removed: 2022,] [added: 2023,] which runs from June 1, [removed: 2021] [added: 2022] to May 31, [removed: 2022.][added: 2023.]

| Item 6. | | [\[Reserved\]](#Reserved) | | 35 |

| | | [Signatures](#SIGNATURES) | | 116 |

| | • | the possible impact of the Russia-Ukraine situation on our business, including our belief that our profitability and the generation of positive cash flow from our operations will not be jeopardized by the current situation; |

| | • | our expectations regarding the acquisition of Cerner Corporation; |

| | • | our expectation that certain litigation related charges will not recur; |

| | • | the timing and amount of expenses we expect to incur; |

| | • | the cost savings we expect to realize pursuant to our Fiscal 2022 Oracle Restructuring Plan; |

| --- | --- | --- |

| | • | our expectations regarding the performance of our investments in marketable and non-marketable equity securities and the timing and amount of changes in fair value of these investments; |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| | • | our expectation that the financial impacts of standard warranty or service level provisions in our revenue arrangements will continue to be insignificant; |

| --- | --- | --- |

Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included elsewhere in this Annual Report and as may be updated in

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

| Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | 35 |

| | | [Signatures](#SIGNATURES) | | 117 |

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

Our headquarters facility consists of approximately 0.9 million square feet in Austin, Texas, [removed: substantially] all of which we own.

We also own or lease other facilities for current use consisting of approximately [removed: 24.1] [added: 23.1] million square feet in various other locations in the U.S. and abroad.

Approximately [removed: 3.9] [added: 4.7] million square feet, or [removed: 16%,] [added: 20%,] of our total owned and leased space is sublet or is being actively marketed for sublease or disposition.

We lease our principal internal manufacturing facility for our [added: hardware products in Hillsboro, Oregon.]

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

hardware products in Hillsboro, Oregon.

Our common stock is traded on the New York Stock Exchange under the symbol “ORCL.” According to the records of our transfer agent, we had [removed: 8,100] [added: 7,706] stockholders of record as of May 31, [removed: 2021.][added: 2022.]

On [removed: March 10,] [added: December 9,] 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional [removed: $20.0] [added: $10.0] billion.

As of May 31, [removed: 2021,] [added: 2022,] approximately [removed: $15.6] [added: $9.4] billion remained available for stock repurchases pursuant to our stock repurchase program.

The following table summarizes the stock repurchase activity for the three months ended May 31, [removed: 2021] [added: 2022] and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Index and the S&P Information Technology Index for each of the last five fiscal years ended May 31, [removed: 2021,] [added: 2022,] assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends.

[removed: ][added: ]

*$100 INVESTED ON MAY 31, [removed: 2016] [added: 2017] IN STOCK OR

| March 1, 2022—March 31, 2022 | | | 2.8 | | | $ | 79.24 | | | | 2.8 | | | $ | 9,831.4 | |

| April 1, 2022—April 30, 2022 | | | 2.4 | | | $ | 79.28 | | | | 2.4 | | | $ | 9,642.4 | |

| May 1, 2022—May 31, 2022 | | | 2.7 | | | $ | 71.06 | | | | 2.7 | | | $ | 9,448.5 | |

| Total | | | 7.9 | | | $ | 76.41 | | | | 7.9 | | | | | |

| | | 5/17 | | | | 5/18 | | | | 5/19 | | | | 5/20 | | | | 5/21 | | | | 5/22 | | |

| Oracle Corporation | | | 100.0 | | | | 104.6 | | | | 115.1 | | | | 124.5 | | | | 185.3 | | | | 171.7 | |

| S&P 500 Index | | | 100.0 | | | | 114.4 | | | | 118.7 | | | | 134.0 | | | | 188.0 | | | | 187.4 | |

| S&P Information Technology Index | | | 100.0 | | | | 128.2 | | | | 133.8 | | | | 185.3 | | | | 264.3 | | | | 269.4 | |

| March 1, 2021—March 31, 2021 | | | 29.0 | | | $ | 68.95 | | | | 29.0 | | | $ | 21,648.4 | |

| April 1, 2021—April 30, 2021 | | | 52.6 | | | $ | 76.00 | | | | 52.6 | | | $ | 17,648.4 | |

| May 1, 2021—May 31, 2021 | | | 25.4 | | | $ | 78.92 | | | | 25.4 | | | $ | 15,648.4 | |

| Total | | | 107.0 | | | $ | 74.79 | | | | 107.0 | | | | | |

| | | 5/16 | | | | 5/17 | | | | 5/18 | | | | 5/19 | | | | 5/20 | | | | 5/21 | | |

| Oracle Corporation | | | 100.0 | | | | 114.7 | | | | 119.9 | | | | 132.0 | | | | 142.8 | | | | 212.5 | |

| S&P 500 Index | | | 100.0 | | | | 117.5 | | | | 134.4 | | | | 139.5 | | | | 157.4 | | | | 220.8 | |

| S&P Information Technology Index | | | 100.0 | | | | 133.8 | | | | 171.6 | | | | 179.1 | | | | 247.9 | | | | 353.6 | |

Omitted at registrant’s option.

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

Based on our management’s evaluation (with the participation of our Principal Executive and Financial Officer), as of the end of the period covered by this report, our Principal Executive and Financial Officer has concluded that our disclosure controls and procedures were effective as of May 31, [removed: 2021] [added: 2022] to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our Principal Executive and Financial Officer as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Principal Executive and Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, [removed: 2021] [added: 2022] based on the guidelines established in *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 framework.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of May 31, [removed: 2021] [added: 2022] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report.

[removed: The design of any system of controls] also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

The design of any system of controls

[removed: PART III][added: PART III]

The other information required by this Item 10 is incorporated herein by reference from the information contained in our Proxy Statement to be filed with the U.S. Securities and Exchange Commission in connection with the solicitation of proxies for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders [removed: (2021] [added: (2022] Proxy [removed: Statement) under the sections entitled “Board of Directors—Nominees for Directors,” “Board of Directors—Committees, Membership and Meetings,” “Board of Directors—Committees, Membership and Meetings—The Finance and Audit Committee,” “Corporate Governance—Employee Matters—Code of Conduct,” and “Delinquent Section 16(a) Reports.”][added: Statement).]

The information required by this Item 11 is incorporated herein by reference from the information to be contained in our [removed: 2021] [added: 2022] Proxy [removed: Statement under the sections entitled “Board of Directors—Director Compensation,” and “Executive Compensation.”][added: Statement.]

The information required by this Item 12 is incorporated herein by reference from the information to be contained in our 2022 Proxy Statement.

The information required by this Item 12 is incorporated herein by reference from the information to be contained in our 2021 Proxy Statement under the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation—Equity Compensation Plan Information.”

The information required by this Item 13 is incorporated herein by reference from the information to be contained in our [removed: 2021] [added: 2022] Proxy [removed: Statement under the sections entitled “Corporate Governance—Board of Directors and Director Independence” and “Transactions with Related Persons.”][added: Statement.]

The information required by this Item 14 is incorporated herein by reference from the information to be contained in our [removed: 2021] [added: 2022] Proxy [removed: Statement under the section entitled “Ratification of Selection of Independent Registered Public Accounting Firm.”][added: Statement.]

| [Reports of Independent Registered Public Accounting Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) [added: (PCAOB ID: 42)] | | 63 |

| [Balance Sheets as of May 31, [removed: 2021] [added: 2022] and [removed: 2020](#CONSOLIDATED_BALANCE_SHEETS)] [added: 2021](#CONSOLIDATED_BALANCE_SHEETS)] | | 66 |

| [Statements of Operations for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CONSOLIDATED_STATEMENTS_OPERATIONS)] [added: 2020](#CONSOLIDATED_STATEMENTS_OPERATIONS)] | | 67 |

| [Statements of Comprehensive Income for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] [added: 2020](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] | | 68 |

| [Statements of [added: Stockholders’ (Deficit)] Equity for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CONSOLIDATED_STATEMENTS_EQUITY)] [added: 2020](#CONSOLIDATED_STATEMENTS_EQUITY)] | | 69 |

| [Statements of Cash Flows for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: 2020](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] | | 70 |

All [removed: other] schedules are omitted because [removed: they are not required or] the [removed: required] information [added: required to be set forth therein] is [added: not applicable or is] shown in the financial statements or notes [removed: thereto.][added: herein or not present in amounts sufficient to require submission of the schedule.]

We have audited the accompanying consolidated balance sheets of Oracle Corporation (the Company) as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended May 31, [removed: 2021,] [added: 2022, and] the related notes [removed: and the financial statement schedule listed in the Index at Item 15(a) 2] (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated June 21, [removed: 2021] [added: 2022] expressed an unqualified opinion thereon.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| Description of the matter | | As discussed in Note [removed: 14] [added: 13] of the financial statements, the Company recognizes uncertain tax positions and measures unrecognized tax benefits related to various domestic and foreign matters. As of May 31, [removed: 2021,] [added: 2022,] the total amount of unrecognized tax benefits was [removed: $6.9] [added: $7.3] billion, of which [removed: $4.4] [added: $4.3] billion, if recognized would impact the Company’s effective tax rate. The Company uses significant judgment in the accounting for uncertain tax positions including the interpretation and application of tax laws and legal rulings in various jurisdictions. Auditing management’s evaluation of whether an uncertain tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions was complex, involved significant judgment, and was based on interpretations [added: and application] of tax laws and legal rulings. |

| [removed: How we addressed the matter in our audit] [added: *How* *we* *addressed the* *matter in* *our* *audit*] | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over management’s process for interpretation [added: and application] of tax laws and legal rulings, as well as development of the assumptions and estimates used in the measurement of uncertain tax positions. To test management’s assessment of which uncertain tax positions are more likely than not to be sustained, we performed audit procedures that included, among others reading and evaluating management’s assumptions and analysis, including any communications with taxing authorities that detailed the basis and technical merits of the uncertain tax positions. We involved our tax subject matter professionals in assessing the technical merits of certain tax positions based on our knowledge of relevant tax laws and experience with related taxing authorities. In addition, we also evaluated the Company’s disclosures in relation to these matters included in Note [removed: 14] [added: 13] of the financial statements. |

We have audited Oracle Corporation’s internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal [removed: Control—] [added: Control —] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Oracle Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Oracle Corporation as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended May 31, [removed: 2021, the related notes,] [added: 2022,] and the [removed: financial statement schedule listed in the Index at Item 15(a) 2] [added: related notes] and our report dated June 21, [removed: 2021] [added: 2022] expressed an unqualified opinion thereon.

[removed: ORACLE CORPORATION][added: | Oracle Corporation stockholders' (deficit) equity: | | | | | | | | |]

As of May 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

[removed: | | |] May 31, [removed: | | | | | | |][added: 2022]

| (in millions, except per share data) | | [added: 2022 | | | |] 2021 | | | | 2020 | | |

| Cash and cash equivalents | | $ | [removed: 30,098] [added: 21,383] | | | $ | [removed: 37,239] [added: 30,098] | |

| Marketable securities | | | [removed: 16,456] [added: 519] | | | | [removed: 5,818] [added: 16,456] | |

| Trade receivables, net of allowances for [removed: doubtful accounts] [added: credit losses] of [removed: $373] [added: $362] and [removed: $409] [added: $373] as of May 31, [removed: 2021] [added: 2022] and May 31, [removed: 2020,] [added: 2021,] respectively | | | [removed: 5,409] [added: 5,953] | | | | [removed: 5,551] [added: 5,409] | |

| Prepaid expenses and other current assets | | | [removed: 3,604] [added: 3,778] | | | | [removed: 3,532] [added: 3,604] | |

| Total current assets | | | [removed: 55,567] [added: 31,633] | | | | [removed: 52,140] [added: 55,567] | |

| Property, plant and equipment, net | | | [removed: 7,049] [added: 9,716] | | | | [removed: 6,244] [added: 7,049] | |

| Intangible assets, net | | | [removed: 2,430] [added: 1,440] | | | | [removed: 3,738] [added: 2,430] | |

| Goodwill, net | | | [removed: 43,935] [added: 43,811] | | | | [removed: 43,769] [added: 43,935] | |

| Deferred tax assets | | | [removed: 13,636] [added: 12,782] | | | | [removed: 3,252] [added: 13,636] | |

| Other non-current assets | | | [removed: 8,490] [added: 9,915] | | | | [removed: 6,295] [added: 8,490] | |

| Total non-current assets | | | [removed: 75,540] [added: 77,664] | | | | [removed: 63,298] [added: 75,540] | |

| Total assets | | $ | [removed: 131,107] [added: 109,297] | | | $ | [removed: 115,438] [added: 131,107] | |

| LIABILITIES AND [added: STOCKHOLDERS' (DEFICIT)] EQUITY | | | | | | | | |

| Notes payable, current | | $ | [removed: 8,250] [added: 3,749] | | | $ | [removed: 2,371] [added: 8,250] | |

| Accounts payable | | | [removed: 745] [added: 1,317] | | | | [removed: 637] [added: 745] | |

| Accrued compensation and related benefits | | | [removed: 2,017] [added: 1,944] | | | | [removed: 1,453] [added: 2,017] | |

| Deferred revenues | | | [removed: 8,775] [added: 8,357] | | | | [removed: 8,002] [added: 8,775] | |

| Other current liabilities | | | [removed: 4,377] [added: 4,144] | | | | [removed: 4,737] [added: 4,377] | |

| Total current liabilities | | | [removed: 24,164] [added: 19,511] | | | | [removed: 17,200] [added: 24,164] | |

June 21, 2022

June 21, 2022

| Repurchases of common stock | | | (186 | ) | | | (1,723 | ) | | | (14,477 | ) | | | — | | | | (16,200 | ) | | | — | | | | (16,200 | ) |

| Net income | | | — | | | | — | | | | 6,717 | | | | — | | | | 6,717 | | | | 184 | | | | 6,901 | |

| Balances as of May 31, 2022 | | | 2,665 | | | $ | 26,808 | | | $ | (31,336 | ) | | $ | (1,692 | ) | | $ | (6,220 | ) | | $ | 452 | | | $ | (5,768 | ) |

The comparability of our consolidated financial statements as of and for the year ended May 31, 2022 was impacted by $4.7 billion of certain litigation related charges that are more fully described in Note 16 below.

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

information available to us at the time that these estimates, judgments and assumptions are made.

May 31, 2022

May 31, 2022

available continuously throughout the contract period.

May 31, 2022

May 31, 2022

combination.

May 31, 2022

Certain of these instruments are adjusted for observable price changes from orderly transactions.

Allowances for Credit Losses

May 31, 2022

demand within specific time horizons (generally six to nine months).

If we determine in

May 31, 2022

May 31, 2022

May 31, 2022

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

May 31, 2022

| (Losses) gains in equity investments, net | | | (147 | ) | | | 262 | | | | — | |

| Other (losses) gains, net | | | (86 | ) | | | 211 | | | | (16 | ) |

Acquisition of Cerner Corporation

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

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

May 31, 2022

On June 8, 2022, pursuant to the terms of the tender offer and applicable Delaware law, we acquired all the outstanding Cerner shares and effectuated the merger of Cerner with and into a wholly-owned subsidiary of Oracle and Cerner became an indirect, wholly-owned subsidiary of Oracle.

Vested equity awards outstanding immediately prior to the consummation of the merger were cancelled in exchange for the right to receive an amount in cash based on a formula contained in the Merger Agreement.

The unvested equity awards to acquire Cerner common stock that were outstanding immediately prior to the conclusion of the merger were converted into equity awards denominated in shares of Oracle common stock based on formulas contained in the Merger Agreement.

We will include the financial results of Cerner in our consolidated financial statements from the date of acquisition.

The total preliminary purchase price for Cerner is approximately $28.2 billion, which consisted of approximately $28.2 billion in cash and $43 million for the fair values of restricted stock-based awards and stock options assumed.

In connection with the acquisition of Cerner, we assumed $1.6 billion of senior notes and other borrowings, of which $1.5 billion were paid on June 8, 2022.

| Time deposits and other | | | 520 | | | | 9,470 | |

May 31, 2022

| Time deposits and other | | | 240 | | | | 280 | | | | 520 | | | | 1,250 | | | | 8,220 | | | | 9,470 | |

| --- | --- |

| --- | --- |

| | | Page |

| | | |

The following financial statement schedule is filed as a part of this report:

| [Schedule II. Valuation and Qualifying Accounts](#SCHEDULE_II) | | 111 |

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

| | | Legal Contingencies |

| Description of the matter | | As discussed in Note 17 of the financial statements, the Company is involved in various claims and legal proceedings. The Company accrues a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. For purposes of disclosure, the Company also performs an assessment of the materiality of legal contingencies where a loss is either reasonably possible or it is reasonably possible that an exposure to loss exists in excess of the amount accrued. The audit of the Company’s accounting for and disclosure of legal contingencies was highly subjective and required significant judgment in assessing the Company’s evaluation of the probability of a loss, and the estimated amount or range of loss. These judgments were impacted by uncertainties related to the ultimate outcome of the legal contingencies, the status of the litigation or the appeals processes, and the status of any settlement discussions associated with the legal contingencies. |

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

| *How* *we* *addressed the* *matter in* *our* *audit* | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the identification and evaluation of these matters, including controls over management’s assessment of the probability of incurrence of a loss and whether the loss or range of loss was reasonably estimable. Our substantive audit procedures, among others, included gaining an understanding of the status of ongoing lawsuits, reviewing letters addressing the matters from internal and external legal counsel, meetings with internal legal counsel to discuss the allegations, and obtaining a representation letter from management on these matters. We also evaluated the Company’s disclosures in relation to these matters. |

June 21, 2021

June 21, 2021

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total Oracle Corporation stockholders' equity | | | 5,238 | | | | 12,074 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- |

ORACLE CORPORATION

| Balances as of May 31, 2018 | | | 3,997 | | | $ | 28,950 | | | $ | 19,111 | | | $ | (1,689 | ) | | $ | 46,372 | | | $ | 501 | | | $ | 46,873 | |

| Cumulative-effect of accounting change | | | — | | | | — | | | | (110 | ) | | | — | | | | (110 | ) | | | — | | | | (110 | ) |

| Assumption of stock-based compensation plan awards in connection with acquisitions | | | — | | | | 8 | | | | — | | | | — | | | | 8 | | | | — | | | | 8 | |

| Repurchases of common stock | | | (734 | ) | | | (5,354 | ) | | | (30,646 | ) | | | — | | | | (36,000 | ) | | | — | | | | (36,000 | ) |

| Net income | | | — | | | | — | | | | 11,083 | | | | — | | | | 11,083 | | | | 152 | | | | 11,235 | |

ORACLE CORPORATION

| Allowances for doubtful accounts receivable | | | 192 | | | | 245 | | | | 190 | |

| Fair values of stock awards assumed in connection with acquisitions | | $ | — | | | $ | — | | | $ | 8 | |

Certain prior year balances have been reclassified to conform to the current year presentation.

Such reclassifications did not affect total revenues, operating income or net income.

During fiscal 2021, we recognized a benefit from income taxes primarily due to the result of a total net tax benefit of $2.3 billion that was recorded as a deferred tax asset of $11.3 billion and a non-current deferred tax liability of $9.1 billion.

The deferred tax asset was recognized as a result of the book and tax basis difference on the intra-group transfer of certain intellectual property and the realignment of certain legal entities, partially offset by a Global Intangible Low-Taxed Income (GILTI) non-current deferred tax liability.

The tax amortization related to the intellectual property deferred tax asset will be recognized in future periods and any unused amortization in a particular year will carry forward indefinitely.

The $11.3 billion deferred tax asset was measured based on the tax rate at which it is expected to reverse in the future.

We expect to realize the net deferred tax asset recorded as a result of the intangible property transfer and will periodically assess the realizability of the net deferred tax asset.

In fiscal 2021, we adopted Accounting Standards Update (ASU) 2016-13, *Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments* and subsequent amendments to the initial guidance; and ASU 2020-01, *Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint*

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

May 31, 2021

*Ventures (Topic 323), and Derivatives and Hedging (Topic 815)*; neither of which had a material impact to our consolidated financial statements for the year ended May 31, 2021.

Our hardware support offerings

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

May 31, 2021

| 4.11 | | [Forms of [removed: 2.80% Note due 2021,] 3.40% Note due 2024, 4.30% Note due 2034 and 4.50% Note due 2044, together with Officers’ Certificate issued July 8, 2014 setting forth the terms of the Notes](http://www.sec.gov/Archives/edgar/data/1341439/000119312514263107/d756565dex413.htm) | | 8-K | | 001-35992 | | 4.13 | | 7/8/14 | | Oracle Corporation |

| 4.13 | | [Forms of [removed: 1.90% Notes due 2021,] 2.40% Notes due 2023, 2.65% Notes due 2026, 3.85% Notes due 2036 and 4.00% Notes due 2046, together with Officers’ Certificate issued July 7, 2016 setting forth the terms of the Notes](http://www.sec.gov/Archives/edgar/data/0001341439/000119312516643428/d224097dex41.htm) | | 8-K | | 001-35992 | | 4.1 | | 7/7/16 | | Oracle Corporation |

| [removed: 10.02*] [added: 10.02‡*] | | [Oracle Corporation Employee Stock Purchase Plan (1992), as amended and restated as of [removed: October 1, 2009](http://www.sec.gov/Archives/edgar/data/1341439/000119312510151896/dex1002.htm)] [added: May 3, 2022](https://www.sec.gov/Archives/edgar/data/1341439/000156459022023675/orcl-ex1002_315.htm)] | | [removed: 10-K] | | [removed: 000-51788] | | [removed: 10.02] | | [removed: 7/1/10] | | [removed: Oracle Corporation] |

| [removed: 10.12*] [added: 10.13*] | | [Form of Stock Unit Award Agreement under the Amended and Restated 2000 Long-Term Equity Incentive Plan for U.S. Employees (Including Section 16 Officers)](http://www.sec.gov/Archives/edgar/data/1341439/000119312517287455/d407367dex1017.htm) | | 10-Q | | 001-35992 | | 10.17 | | 9/18/17 | | Oracle Corporation |

| [removed: 10.14*] [added: 10.15*] | | [Form of Restricted Stock Unit Agreement under the 2020 Equity Incentive Plan for U.S. Employees](http://www.sec.gov/Archives/edgar/data/1341439/000156459020056896/orcl-ex1016_102.htm) | | 10-Q | | 001-35992 | | 10.16 | | 12/11/20 | | Oracle Corporation |

| 21.01‡ | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1341439/000156459021033616/orcl-ex2101_6.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1341439/000156459022023675/orcl-ex2101_8.htm)] | | | | | | | | | | |

| 23.01‡ | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1341439/000156459021033616/orcl-ex2301_7.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1341439/000156459022023675/orcl-ex2301_7.htm)] | | | | | | | | | | |

| 31.01‡ | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1341439/000156459021033616/orcl-ex3101_8.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1341439/000156459022023675/orcl-ex3101_6.htm)] | | | | | | | | | | |

| 32.01† | | [Section 1350 Certification of Principal Executive [added: and] Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1341439/000156459021033616/orcl-ex3201_9.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1341439/000156459022023675/orcl-ex3201_9.htm)] | | | | | | | | | | |

| 101‡ | | Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (1) Consolidated Balance Sheets as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] (2) Consolidated Statements of Operations for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (3) Consolidated Statements of Comprehensive Income for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (4) Consolidated Statements of [added: Stockholders’ (Deficit)] Equity for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (5) Consolidated Statements of Cash Flows for the years ended May 31, [removed: 2021,] [added: 2022, 2021 and] 2020 and [removed: 2019,] (6) Notes to Consolidated Financial Statements [removed: and (7) Financial Statement Schedule II] | | | | | | | | | | |

| 104‡ | | The cover page from the Company’s Annual Report on Form 10-K for the year ended May 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL and contained in Exhibit 101 | | | | | | | | | | |

| Date: June 21, [removed: 2021] [added: 2022] | | By: | | /s/ Safra A. Catz |

| /s/ Safra A. Catz | | Chief Executive Officer and Director (Principal Executive and Financial Officer) | | June 21, [removed: 2021] [added: 2022] |

| /s/ William Corey West | | Executive Vice President, Chief Accounting Officer (Principal Accounting Officer) | | June 21, [removed: 2021] [added: 2022] |

| /s/ Lawrence J. Ellison | | Chairman of the Board of Directors and Chief Technology Officer | | June 21, [removed: 2021] [added: 2022] |

| /s/ Jeffrey O. Henley | | Vice Chairman of the Board of Directors | | June 21, [removed: 2021] [added: 2022] |

| /s/ Jeffrey S. Berg | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Michael J. Boskin | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Bruce R. Chizen | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ George H. Conrades | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Rona A. Fairhead | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Renée J. James | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Charles W. Moorman IV | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Leon E. Panetta | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ William G. Parrett | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Naomi O. Seligman | | Director | | June 21, [removed: 2021] [added: 2022] |

| /s/ Vishal Sikka | | Director | | June 21, [removed: 2021] [added: 2022] |

| 2.01§ | | [Agreement and Plan of Merger, dated December 20, 2021, among Oracle Corporation, Cerner Corporation, OC Acquisition LLC and Cedar Acquisition Corporation](http://www.sec.gov/Archives/edgar/data/0001341439/000119312521363742/d235675dex21.htm) | | 8-K | | 001-35992 | | 2.1 | | 12/21/21 | | Oracle Corporation |

| 10.12* | | [First Amendment to Performance-Based Stock Option Agreement with Lawrence J. Ellison and Safra A. Catz under the Amended and Restated 2000 Long-Term Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/0001341439/000119312521209906/d145474dex1015.htm) | | 8-K | | 001-35992 | | 10.15 | | 7/7/21 | | Oracle Corporation |

| 10.14* | | [Oracle Corporation Amended and Restated 2020 Equity Incentive Plan (as approved by the stockholders on November 10, 2021)](http://www.sec.gov/Archives/edgar/data/1341439/000119312521328116/d177330dex1016.htm) | | 8-K | | 001-35992 | | 10.16 | | 11/12/21 | | Oracle Corporation |

| 10.16§ | | [$6,000,000,000 5-Year Revolving Credit Agreement dated as of March 8, 2022 among Oracle Corporation and the lenders and agents named therein](http://www.sec.gov/Archives/edgar/data/1341439/000156459022009859/orcl-ex1016_322.htm) | | 10-Q | | 001-35992 | | 10.16 | | 3/11/22 | | Oracle Corporation |

| 10.17§ | | [$15,700,000,000 364-Day Delayed Draw Term Loan Credit Agreement dated as of March 8, 2022 among Oracle Corporation and the lenders and agents named therein](http://www.sec.gov/Archives/edgar/data/1341439/000156459022009859/orcl-ex1017_323.htm) | | 10-Q | | 001-35992 | | 10.17 | | 3/11/22 | | Oracle Corporation |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | Incorporated by Reference | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit No. | | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed By |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| § | Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request. |

| --- | --- |

[Index to Financial Statements](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)

| /s/ Awo Ablo | | Director | | June 21, 2022 |

| Awo Ablo | | | | |

| | | | | |

| 10.13* | | [Oracle Corporation 2020 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1341439/000119312520286895/d12502dex991.htm) | | S-8 | | 333-249880 | | 99.1 | | 11/5/20 | | Oracle Corporation |