Oracle 10-Q 2022-02-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2022

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-35992

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware		54-2185193
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2300 Oracle Way Austin, Texas		78741
(Address of principal executive offices)		(Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share 3.125% senior notes due July 2025	ORCL —	New York Stock Exchange New York Stock Exchange

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

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

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

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
Emerging growth company ☐

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

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

The number of shares of registrant’s common stock outstanding as of March 7, 2022 was: 2,668,157,000.

ORACLE CORPORATION

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

				Page
PART I.		FINANCIAL INFORMATION		3
Item 1.		Financial Statements (Unaudited)		3
		Condensed Consolidated Balance Sheets as of February 28, 2022 and May 31, 2021		3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 28, 2022 and 2021		4
		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended February 28, 2022 and 2021		5
		Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the Three and Nine Months Ended February 28, 2022 and 2021		6
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2022 and 2021		7
		Notes to Condensed Consolidated Financial Statements		8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		45
Item 4.		Controls and Procedures		45
PART II.		OTHER INFORMATION		46
Item 1.		Legal Proceedings		46
Item 1A.		Risk Factors		46
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		46
Item 5.		Other Information		46
Item 6.		Exhibits		47
		Signatures		48

Cautionary Note on Forward-Looking Statements

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

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

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

	•	our expectations regarding the proposed acquisition of Cerner Corporation;

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

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

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

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

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

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

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

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

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

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

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

	•	the possibility that certain legal proceedings to which we are a party could have a material impact on our financial position or results of operations;

	•	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;

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

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

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

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

	•	the percentages of remaining performance obligations that we expect to recognize as revenues over respective future periods;

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

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

PART I. FINANCI****AL INFORMATION

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ORACLE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

As of February 28, 2022 and May 31, 2021

(Unaudited)

(in millions, except per share data)		February 28, 2022				May 31, 2021
ASSETS
Current assets:
Cash and cash equivalents		$	22,682			$	30,098
Marketable securities			707				16,456
Trade receivables, net of allowances for doubtful accounts of $367 and $373 as of February 28, 2022 and May 31, 2021, respectively			4,588				5,409
Prepaid expenses and other current assets			3,698				3,604
Total current assets			31,675				55,567
Non-current assets:
Property, plant and equipment, net			8,609				7,049
Intangible assets, net			1,688				2,430
Goodwill, net			43,833				43,935
Deferred tax assets			13,109				13,636
Other non-current assets			9,730				8,490
Total non-current assets			76,969				75,540
Total assets		$	108,644			$	131,107
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Notes payable, current		$	6,248			$	8,250
Accounts payable			1,124				745
Accrued compensation and related benefits			1,626				2,017
Deferred revenues			7,871				8,775
Other current liabilities			3,964				4,377
Total current liabilities			20,833				24,164
Non-current liabilities:
Notes payable and other borrowings, non-current			72,165				75,995
Income taxes payable			12,168				12,345
Deferred tax liabilities			6,462				7,864
Other non-current liabilities			5,227				4,787
Total non-current liabilities			96,022				100,991
Commitments and contingencies
Oracle Corporation stockholders’ (deficit) equity:
Preferred stock, $0.01 par value—authorized: 1.0 shares; outstanding: none			—				—
Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 shares; outstanding: 2,668 shares and 2,814 shares as of February 28, 2022 and May 31, 2021, respectively			26,129				26,533
Accumulated deficit			(33,147	)			(20,120	)
Accumulated other comprehensive loss			(1,678	)			(1,175	)
Total Oracle Corporation stockholders’ (deficit) equity			(8,696	)			5,238
Noncontrolling interests			485				714
Total stockholders’ (deficit) equity			(8,211	)			5,952
Total liabilities and stockholders’ (deficit) equity		$	108,644			$	131,107

See notes to condensed consolidated financial statements.

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended February 28, 2022 and 2021

(Unaudited)

		Three Months Ended February 28,								Nine Months Ended February 28,
(in millions, except per share data)		2022				2021				2022				2021
Revenues:
Cloud services and license support		$	7,637			$	7,252			$	22,562			$	21,311
Cloud license and on-premise license			1,289				1,276				3,339				3,254
Hardware			798				820				2,328				2,478
Services			789				737				2,371				2,209
Total revenues			10,513				10,085				30,600				29,252
Operating expenses:
Cloud services and license support(1)			1,305				1,064				3,778				3,139
Hardware(1)			244				230				718				719
Services			669				621				1,984				1,875
Sales and marketing(1)			2,004				1,915				5,811				5,605
Research and development			1,816				1,621				5,254				4,812
General and administrative			335				330				953				949
Amortization of intangible assets			279				347				882				1,037
Acquisition related and other			20				13				4,707				107
Restructuring			19				66				89				337
Total operating expenses			6,691				6,207				24,176				18,580
Operating income			3,822				3,878				6,424				10,672
Interest expense			(667	)			(585	)			(2,051	)			(1,799	)
Non-operating expenses, net			(315	)			(17	)			(348	)			(30	)
Income before income taxes			2,840				3,276				4,025				8,843
(Provision for) benefit from income taxes			(521	)			1,745				(497	)			871
Net income		$	2,319			$	5,021			$	3,528			$	9,714
Earnings per share:
Basic		$	0.87			$	1.72			$	1.30			$	3.26
Diluted		$	0.84			$	1.68			$	1.26			$	3.19
Weighted average common shares outstanding:
Basic			2,670				2,913				2,711				2,977
Diluted			2,754				2,994				2,800				3,049

(1)	Exclusive of amortization of intangible assets, which is shown separately.

See notes to condensed consolidated financial statements.

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Nine Months Ended February 28, 2022 and 2021

(Unaudited)

		Three Months Ended February 28,								Nine Months Ended February 28,
(in millions)		2022				2021				2022				2021
Net income		$	2,319			$	5,021			$	3,528			$	9,714
Other comprehensive (loss) income, net of tax:
Net foreign currency translation (losses) gains			(63	)			132				(508	)			504
Net unrealized gains on defined benefit plans			1				10				5				66
Net unrealized losses on marketable securities			—				(4	)			—				(1	)
Net unrealized losses on cash flow hedges			—				(7	)			—				(8	)
Total other comprehensive (loss) income, net			(62	)			131				(503	)			561
Comprehensive income		$	2,257			$	5,152			$	3,025			$	10,275

See notes to condensed consolidated financial statements.

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the Three and Nine Months Ended Febr

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We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations with an overview of our businesses and significant trends. This overview is followed by a summary of our critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition.

Business Overview

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

We have three businesses: cloud and license; hardware; and services; each of which comprises a single operating segment. The descriptions set forth below as a part of this Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations and the information contained within Note 9 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly 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.

Recent Global Events

In February 2022, Oracle announced that its Russian Federation operations were suspended. Neither the Russian Federation nor Ukraine has composed or is 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 should the situation escalate beyond its current scope, including, among other potential impacts, the geographic proximity of the situation relative to the rest of Europe, where a material portion of our business is carried out. For a more complete discussion of the risks we encounter in our business, please refer to Item 1A Risk Factors in our Annual Report on Form 10-K for the fiscal year ended May 31, 2021.

In addition, for a discussion of the impacts on and risks to our business from COVID-19, please refer to “Impacts of the COVID-19 Pandemic on Oracle’s Business” included in Item 1 Business and certain risk factors included in Item 1A Risk Factors in our Annual Report on Form 10-K for the fiscal year ended May 31, 2021; and the information presented below in Results of Operations as a part of this Item 2 of this Quarterly Report.

Cloud and License Business

Our cloud and license business, which represented 85% of our total revenues on a trailing 4-quarter basis, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and license offerings. Revenue streams included in our cloud and license business are:

	•	Cloud services and license support revenues, which include:

	o	license support revenues, which are earned by providing Oracle license support services to customers that have elected to purchase support services in connection with the purchase of Oracle applications and infrastructure software licenses for use in cloud, on-premise and other IT environments. Substantially all license support customers renew their support contracts with us upon expiration in

		order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. License support contracts are generally priced as a percentage of the net fees paid by the customer to purchase a cloud license and/or on-premise license; are generally billed in advance of the support services being performed; are generally renewed at the customer’s option; and are generally recognized as revenues ratably over the contractual period that the support services are provided, which is generally one year; and

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

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

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

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There were no significant changes to our quantitative and qualitative disclosures about market risk during the first nine months of fiscal 2022. Please refer to Part II, Item 7A Quantitative and Qualitative Disclosures about Market Risk included in our Annual Report on Form 10-K for our fiscal year ended May 31, 2021 for a more complete discussion of the market risks we encounter.

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Evaluation of Disclosure Controls and Procedures: 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 Quarterly Report, our Principal Executive and Financial Officer has concluded that our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management (including our Principal Executive and Financial Officer) as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls: Our management, including our Principal Executive and Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. 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. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings | --- | --- |

The material set forth in Note 8 (pertaining to information regarding contingencies related to our income taxes) and Note 11 (pertaining to information regarding legal contingencies) of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

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In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for our fiscal year ended May 31, 2021. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition or operating results in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | --- | --- |

Our Board of Directors has approved a program for us to repurchase shares of our common stock. On December 9, 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $10.0 billion. As of February 28, 2022, approximately $10.0 billion remained available for stock repurchases pursuant to our stock repurchase program.

Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

The following table summarizes the stock repurchase activity for the three months ended February 28, 2022 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:

(in millions, except per share amounts)		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Program				Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
December 1, 2021—December 31, 2021			2.7			$	92.44				2.7			$	10,398.4
January 1, 2022—January 31, 2022			2.4			$	84.81				2.4			$	10,198.4
February 1, 2022—February 28, 2022			1.9			$	79.05				1.9			$	10,048.5
Total			7.0			$	86.20				7.0

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The material set forth in Note 12 (pertaining to two credit agreements entered into by Oracle on March 8, 2022) of Notes to Condensed Consolidated Financial in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

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Exhibit No.				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date		Filed By
2.01*		Agreement and Plan of Merger, dated December 20, 2021, among Oracle Corporation, Cerner Corporation, OC Acquisition LLC and Cedar Acquisition Corporation		8-K		001-35992		2.1		12/21/21		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
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
31.01‡		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer
32.01†		Section 1350 Certification of Principal Executive and Financial Officer
101‡		Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of February 28, 2022 and May 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended February 28, 2022 and 2021, (iv) Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the three and nine months ended February 28, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2022 and 2021 and (vi) Notes to Condensed Consolidated Financial Statements
104‡		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2022, formatted in Inline XBRL

‡	Filed herewith.

†	Furnished herewith.

*	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.

SIGNAT****URES

Pursuant to the requirements of the Securities Exchange Act of 1934, Oracle Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ORACLE CORPORATION
Date: March 11, 2022		By:		/s/ Safra A. Catz
				Safra A. Catz Chief Executive Officer and Director (Principal Executive and Financial Officer)
Date: March 11, 2022		By:		/s/ William Corey West
				William Corey West
				Executive Vice President, Chief Accounting Officer (Principal Accounting Officer)